In the Depths of Equestria
by Fimsplosion
Summary: The happy world of Equestria shines in the light of a new day. But the town of Ponyville is about to be thrown into turmoil when a long-forgotten legend of the deep becomes all too real to ignore.
1. Part 1

Author's note:

_Hi there! I hope you enjoy my take on the MLP:FiM world. I originally 'published' this on Google Documents - then I discovered this place ;)_

_I've tried to follow the guidelines (I'm new here) but I have bundled the chapters together into a few 'parts' (this is how they were first released). It just means you don't have to click 'next' as much, some of the chapters are quite brief ;) I will change if it's annoying, just let me know._

_ParallaxMLP - comments and feedback appreciated - thank you for taking the time to read! _

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><p><span>Prologue: Tranquil Travels<span>

Morning sunlight pierced the dense canopy of the forest, thin beams of gold falling between the cracks in a deep green rustling sky. The briefest flashes of colour winked in and out of existence as birds dashed through the brilliant shafts carved into the gloom, pursuing their daily affairs with an accompaniment of energetic birdsong.

Deeper below, vines tickled the knobbled tree trunks as they wound their way towards the leafy atmosphere, fighting for a share of the life-giving illumination filtering from above. They traced a purposeful spider web across the bark, reaching from the depths. There, the great trunks themselves burst from earth moistened in the young day's evaporating haze, punching through a thin film of fog as it flowed across the floor. The fog ebbed lazily along its path, guided by various shrubberies dotted about the quiet clearing. It seemed the peaceful scene would last an eternity.

The hoof of a dusk-red foal abruptly pierced the morning calm. Bright green eyes wide with wonder, the pegasus drank in the tranquil scene. So this was the Everfree Forest! It was better than he'd expected. Bigger than the ponyfolk back at the village had made it out to be. Cavernous, even! Look at those _gigantic_ trees! He stamped a forehoof appreciatively, and looked over his shoulder with impatience.

"Cloverbeam!" he called, eyes searching the ground-level foliage. A bush rustled a short distance away, revealing a slender young filly with an ivory coat. Her lemon yellow mane and tail hung gently around her, their lightweight frame seeming to shift unannounced in the rippling, dappled sunlight.

"We shouldn't be here, Arrowtail," She quietly said, little ears twitching wildly back and forth. "You _know_ it's dangerous!"

Arrowtail's wings twitched irritably. "I'm an adventurer, C-beam! I'm not scared of anypony!" he flared his diminutive plumage and struck a brave pose, before attempting to preen his earthen brown mane. "You heard the stories! Ponies vanquish beasts from the forest all the time. You heard how one mare stopped a manitcore in its tracks? I'm gonna be next! Or – or maybe I'll force a dragon to leave Equestria!" He spat out an errant twig, and toed the carpet of fog, pointing at it with certainty. "Yeah, see? Definitely a dragon in here somewhere. Look at all this dragon puff." He trotted deeper into the maze of trees.

Cloverbeam followed suit. "Arrowtail! That's not dragon puff, dragon puff is _much _darker." Her ears still swivelled around, tracking the noises of animals hidden in the brush.

"Have you ever _seen_ dragon puff? For real?" Arrowtail replied, hopping over a few gnarled tree roots. Cloverbeam trod carefully around. "No..."

"Well, then! Look, you can go back if you want. But me? I've got stuff to vanquish."

"You use that word too much!" Cloverbeam scolded. She wouldn't have come here at all – but with no older ponies around to run to, she'd felt obliged to pursue Arrowtail when he announced his intention to go exploring at the crack of dawn. Maybe he'd come back if she tried hard enough. Then they could play something less dangerous! They must be very, _very _deep inside the forest by now. "I hope you don't think this will earn you your cutie mark." She muttered, but if Arrowtail heard her, he didn't respond.

Their little hooves traversed a mulch of dead leaves as Arrowtail led them through the filmy haze. It swirled about their legs, rippling in their wake like a translucent, treacly puddle of water. Cloverbeam didn't like it at all. It was just another element of the Everfree forest that seemed all too independent to trust. The animals here had little interest in interacting with ponyfolk, and the weather was free to roam the sky as it saw fit. Cloverbeam had a distinct impression the forest didn't need ponies – and definitely didn't want them. Her ears swivelled all the harder, but she kept to Arrowtail's side.

Stupid foal! He really was in his element, though. Strutting bravely through the forest, wings braced, ears straight ahead as he traced a path through the fog. Every bit an adventurous pegasus, it was typical of Arrowtail - always flying before he could walk! Wherever there were rules, Arrowtail was there to try and break them. If she didn't think it was so unnecessary for them to be here, she'd have found his attitude reassuring. Cloverbeam sighed, earning a reproachful look from her intractable companion.

"We'll find the dragon, you'll see," he said assuredly. "Then when I vanquish it, we can go home, oka-aa_AAY_!" Arrowtail was disappearing headfirst into the fog! Cloverbeam bit down on his tail is it whipped past her head, digging in her hooves to arrest his descent. Arrowtail yelled as his tail snapped taught, his little wings buzzing as he bounced back out of the ground. They collapsed in a heap together, before scrambling to their feet.

Arrowtail's wing wash had dissipated some of the fog. Before them in a large clearing was the lip of a vast hole, vanishing almost vertically into the ground. The entire circumference could not be seen; to either side of them, the lip vanished into that thin silvery blanket of fog. If the hole covered the entire clearing though, it was easily twenty ponies across - or more.

"I _knew _it!" Arrowtail exclaimed, punching the air. "Dragon cave!"

"I don't think it's a dragon..." Cloverbeam said, studying the walls of the hole as she swished her tail apprehensively. It looked unnatural; like it had been carved into the earth with sheer brute force. Great rents ran deep in the walls, as if the soil and rock had been dragged free in massive chunks. "Do dragons live right down in the ground?"

"I bet... I bet ground dragons do." Arrowtail reasoned, brow furrowed in thought. "Yeah. They live down there 'cuz it's warmer than the mountains and more spacey than up here in the forest, see?" For a moment, Cloverbeam turned this over in her mind. She'd never heard of ground dragons before, but she'd certainly defer to Arrowtail's experience when it came to horrible monsters. He wouldn't shut up about vanquishing the things. In the schoolhouse, he'd often impress the class with drawings of various beasts of the land. Their teacher, Cheerilee, did not approve. Wait a minute – _what was Arrowtail doing?_

"Arrowtail!" she shouted, crossly stamping the earth. Juvenile wings a blur, he was far over the lip of the imposing hole, with the biggest rock he could carry in his hooves. "What are you playing at? Come back at once!"

"Relax!" he grunted through gritted teeth, before dropping the rock into the inky blackness below. Unsteady, he turned and hovered back to a distraught Cloverbeam, fog billowing reluctantly away from his wings. "I want to see how far it goes."

"That's enough, stupid!" Cloverbeam snorted angrily. Enough indeed! "What if you fell! C'mon, I want to go. Now!"

"Shh!" Arrowtail cocked an ear to the hole, holding his breath.

There was only silence.

"Horseapples!" Arrowtail cursed, voicing his disappointment. Cloverbeam bunted him heatedly. "Ow!"

"I want to leave! Let's go!" she demanded again.

"Don't be such a _whinnywimp_!" Arrowtail snapped. They glared at each other, but before Cloverbeam could retort, a guttural howl erupted from the darkness of the giant hole.

Their animosity forgotten, the two foals froze, gazing wide-eyed at the lip of the hole. The film of fog over the drop frothed and boiled as something enormous displaced the air in its laborious ascent to the surface. Another roar burst from the earthen orifice, its immense pressure leaving the foals' ears ringing as the ground beneath their hooves began to buck and heave.

Thrown into action by the tumbling ground, Arrowtail gave Cloverbeam an urgent shove. "RUN!" he shouted, wings beating to speed their escape. In a daze, Cloverbeam complied as the trees rained branches and leaves from above. They darted around the falling debris as the tranquillity tore itself to pieces around them, ears flat as a skull-splitting howl reached them once more.

What in Equestria was that thing? The noise – that _noise_! It seemed to burrow into their very bones; A deep, vibrating thrum bellowed beneath an unholy chorus of piercingly sharp, reptilian shrieks. Worse, whatever was giving chase had reached the surface.

It was coming.

"FASTER!" Arrowtail shouted, as he tore through the scrub. Tears of terror in her eyes, Cloverbeam leant further into her sprint. But she was already at a dead run, and she was only a little filly. Pegasi are sure on their feet from a much younger age, with their wings bestowing greater poise on their youth. As Arrowtail flicked across the tortured landscape, Cloverbeam tripped and tumbled to the floor with a squeal, her ivory coloured body sprawled across a deep patch of dead leaves.

"Arrowtail!" she cried, struggling hard - but only the shuddering earth answered her call. Cloverbeam tried to stand, but the mulch bogged her down, covering her in forest's decay as the terrible beast drew nearer still. Lungs burning and almost paralysed with fear, she witnessed trees in the distance behind her crack and buckle under the onslaught of the beast they had awoken.

Desperately, the yellow-maned foal dragged herself to her hooves and stumbled onwards. It was no use. The terrible creature was almost upon her, and Cloverbeam felt despair tearing away the last vestiges of her strength. A deafening roar drowned out all thought, and she stumbled again to face the impending nightmare.

It was worse than she could possibly have conceived. Too many legs, thicker than the tree trunks they destroyed, were blundering through the forest towards her, meeting radially around an enormous abdomen of taught muscle and sinew. The legs that didn't reach the ground swept viciously through the air, cleaving branches from the creature's path as it ploughed through the forest. The nightmarish vision bore a head with four bulbous eyes, placed in circular fashion around a maw full of rows of razor sharp teeth, descending deep into its throat. The howling atrocity didn't seem to have a right way up – it was a giant mass of limbs, rolling around as it approached.

Those four big orbs locked onto Cloverbeam as the creature swiped the last barrier of trees aside. Nothing stood in the way of that mighty jaw, as it opened to accept its meal. Cloverbeam closed her eyes; her final moments filled with the overwhelming stench of hot breath and putrefied meat.

But the end never came. As the creature roared, rattling her skull, Cloverbeam opened her eyes to see a dusk-red colt standing aggressively in its path. Hope filled her heart again. She could just make out Arrowtail's words through the ringing of her ears.

"_GO_."

The filly didn't need telling twice. With monumental effort, she hauled herself to her hooves and scrabbled away through the mulch. Arrowtail flared his wings, keeping the beast's attention. It lunged at him with its maw agape, but he was ready. With all his strength he leapt into the air, and the creature crashed headfirst into the ground, limbs thrashing wildly as it bayed in dissent. Its uppermost eyes tracked Arrowtail's path, filled with hatred and rage as it launched another attack.

The colt had to keep it occupied. Cloverbeam hadn't wanted to come exploring and Arrowtail would see her escape unharmed. They'd known each other since they were weanlings. She was always there for him – a beacon of common sense to calm his headstrong ways. He thought of the crushing guilt he'd felt when he realised he'd put her in danger; the incredible surge of adrenaline when she'd fallen to the floor. A fierce protective instinct he'd never known before boiled inside his little chest, overwhelming the panic and fear. As Cloverbeam's tail vanished through the foliage, he renewed his efforts – he had to keep the creature here! The monster bellowed malevolently, and his world was plunged into ringing silence again.

Arrowtail winced as he flew, taunting his powerful enemy. But he was not nimble in the air, and his underdeveloped wings could not carry him for long. He dodged the limbs the creature sent his way, but he was tiring fast. He dove around the slicing appendages, curling back and circling in front of the horrific head as it reared towards the canopy, snapping at his legs. Precious seconds had passed since Cloverbeam's escape. It had to be enough. The pain in his wings was unbearable, and as Arrowtail reached the ceiling of branches he drew one last ragged breath. He could not vanquish the beast – but he could urge his friend on home.

Cloverbeam heard Arrowtail scream one last time as she scrabbled through wave after wave of foliage, his distant cry pushing her on through the undergrowth. The sounds of the monster receded as Cloverbeam tore across the Everfree forest, a bright shadow streaking across the woodland floor. She would not slow her frantic pace until she reached Ponyville.

Ø

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><p><span>Chapter 1: Morning Mares<span>

The dazzling ball of light rose in the East, casting a warm blanket upon the woodlands and surrounding countryside. Between the small, gently rolling hills walked a lone pegasus pony. The sunlight glanced off her creamy yellow coat, casting a buttercup glow along the flowing length of her bubblegum-pink mane and tail.

What a gorgeous morning it was! The land was teeming with wildlife to see. Fluttershy stopped to stretch. Dipping on her forelegs and arching her back, her wings extended in a silent flourish of soft, feathery plumage and down. After the tiniest of yawns, she resumed her journey. Oh, it was lovely today. And look! Her favourite birds were in the trees, dancing along the boughs and chirping their greeting.

"Oh - hello, my friends!" she said, her lilting voice an almost-whisper that melted in the breeze. "How are you today?" Some of the birds fluttered from their perches to greet her, alighting upon her forelock, down her mane and hithers. Fluttershy giggled, closing her gentle eyes and holding her head up to the welcoming sun. Yes, it was lovely today.

"Let's go and see the bunnies," she told her winged acquaintances. "I've not said hello to them in a few days now. Oh, please don't fight," she admonished two chaffinches jostling for position amongst her plumage. "There's plenty of room for every-eek!" The mare's vision was obscured in a cloud of beating wings as the birds were startled from their perches. When it cleared, another pegasus stood before her.

"Hey Fluttershy!" she said with mischievous cheer. "Heh ...sorry about that." Fluttershy watched the newcomer from behind her mane, toeing the ground absentmindedly.

"Oh, um... that's okay, Rainbow Dash. Just, please be careful around my little friends - um, if you can. They scare very easily." The second pony gazed after the fleeing fauna, her amethyst and ruby eyes bright in the morning sun.

Rainbow Dash exuded the kind of confidence Fluttershy did not. Standing tall on her cyan blue legs, her boisterous body language revealed an air of self-assurance bolstered all the more by her vibrant mane and tail; a whole spectrum of different hues, her accents seemed to shift between all the colours of the world at once. She was a striking creature to behold. Fluttershy was glad to be less conspicuous! In the morning light, anypony could recognise Rainbow for miles.

"They'll be fine," Dash said dismissively, bringing Fluttershy back to the present. "I ain't hurting 'em. Listen, the Pegasi are rolling in the clouds this evening, okay? Ponyville needs the rain, and it's gonna be an awesome storm! So stay indoors, yeah?" Fluttershy nodded quietly in affirmation.

The cyan pegasus grinned broadly, and crouching for an aggressive takeoff, she shot into the sky. Fluttershy watched her ascent with a hesitant smile. Anything that got in that pony's way had better watch out! Fluttershy settled back into her journey to the bunnies, humming gently to herself, but was brought up short by a cry from above.

A split second later - distant but clear - a _horrible_ noise reached Fluttershy's ears. What in Equestria could possibly make such a sound? It was _very_ frightening. Above her, Dash was staring across the Everfree forest, and Fluttershy cast her gaze there to see a massive cloud of birds erupting from the canopy between the faraway hills. It was as if they were spooked into flight all at once. Whatever made that noise must be over there! Fluttershy unfurled her wings, noiselessly hopping into the air to join Rainbow Dash for a better look.

"What the hay _was_ that?" Dash exclaimed, fixated on the forest as Fluttershy approached. The timorous pony hadn't a clue.

"It sounded – um – really big." Fluttershy said quietly, as birds continued to stream into the sky.

Rainbow Dash rolled her eyes. "Nah, you sure? I could swear it was one of your bunnies." She snorted, flicking her vivid tail and giggling. Her laughter died in her throat when another unearthly noise rent the atmosphere. "Woa... Yep, that's no bunny."

The two pegasi watched the last birds take flight, dumbstruck as terrible roars swept the land again and again. Neither were sure what to do. After barely a minute had passed, the forest grew still once more, and only the muffled sound of their beating wings remained.

"Whatever it is, it sounds _awfully _upset." Fluttershy said, looking concerned. "I wonder what gave its tail such a twist?"

"Pfft," Dash snorted after a moment, narrowing her eyes at the region from which the birds had emerged. "As long as it doesn't come over here, who _cares_? Just keep your head dry tonight, okay?" and with that, she was gone, blowing a squeaking Fluttershy aside in her wake.

Well, she had a lot of work to do, Fluttershy supposed. Brewing a storm was a big task for the pegasi. Fluttershy had better see to all her woodland friends before the evening – and that meant she'd be busy, too.

Ø

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><p><span>Chapter 2: Broken Studies<span>

Twilight Sparkle stood in front of her reading stand, the scent of its heavy wooden frame complementing that of paper as the pages of a particularly thick, old book gently turned in front of her. Lost in thought, her purple ears twitched absently as the first rumble of thunder rolled across the darkening village sky. The unicorn's horn shimmered briefly as another dusty page turned over in her copy of _Ethereal Equestria – A History_.

The thick trunk of the big tree that comprised the Ponyville library weathered the storm with ease, its inside comfortable and warm against the growing drumming of rain and harsh cracks of thunder. The boughs and branches creaked gently in the wind, their music echoing down the middle of the tree as if to reassure it of their immense strength.

Books littered the ground floor chamber, not only filling every shelf but also forming piles of hastily stacked tomes, no doubt organised by whatever subject of interest Twilight was engaged in when she put them down. Stairs wound along the inner wall, climbing into velvety darkness above. Up there, yet more bookshelves resided in the relaxing gloom, occasionally brought into flashes of bright relief whenever a bolt of lightning raced across the sky.

Another deep crash encroached on the steady drumming of the downpour, only this time emanating from the kitchen door. A juvenile voice shouted in dismay, dragging Twilight from her engrossing studies.

"Spike?" she called, trotting towards the source of the noise. A rivulet of pink and purple divided her midnight blue mane, her abrupt fringe bouncing with her gait as she wove expertly around the myriad mountains of books. "Spike?"

"I'm okay!" the voice called in return. Twilight grimaced as a baby dragon poked his head round the kitchen door, bits of long-discarded rubbish dripping from his purple scales. "Just a little accident. With the trash. I'm on it!" he disappeared behind the door. Twilight heard frenzied rustling.

"Ew!" Twilight wrinkled her nose. "Spike, it's pouring down outside. Don't take the trash out now – you'll get soaked."

"It's alright, Twi," the little dragon assured her happily, heaving a pair of bin bags across the library floor. "I kinda need a shower anyway, now!"

"I'll say!" Twilight chuckled, as she moved to assist. The bags rose from the ground as she wove tendrils of magic around them, lifting a surprised Spike too.

"Relax, Twilight! I got this!" He pouted, dangling hopelessly from the two bags as they floated to the door. "C'mon, I can handle it! Why not get back to your books?" He struggled, attempting to pull the bags to the floor. "Hey! Go read or something!"

"You're very welcome!" Twilight said, sarcastically. The tendrils dissipated, abruptly dropping their unwilling cargo to the floor while the unicorn returned to her reading stand.

"Flippin' bookworm! I'm the assistant, and she does my job! So what am I for?" Spike muttered grumpily under his breath as he hefted the bags, but Twilight was already engaged in a new chapter. Being an asset to Twilight's work was a point of pride for him. Why, he'd been there for her as long as he could remember! That pony knows full well he gets touchy when she interferes! Spike dragged open the heavy front door, and with a final tug at the bags, he vanished into the dark sheets of rain.

Twilight winced as a clap of thunder boomed through the open front door. Her concentration broken, she turned away from her book and strode irritably to the entrance. However, before she had channelled any magic to shut away the storm, a figure burst from the downpour.

"Twilight!" Fluttershy quietly exclaimed, frantic eyes locking on as the purple pony leapt back in surprise. "Oh! –" the timid pegasus squeaked, and whipped around to search for something outside the door. When Fluttershy turned back, she had drawn from the storm a small, shivering, ivory coloured pony.

Twilight gave herself a moment to consider the dishevelled pair drip-drying in front of her, starting as the door slammed shut behind an equally soaked Spike. The sound of the raging storm deadened immediately. In an instant, she had collected herself, addressing the panting pegasus. "Fluttershy... what's going on?"

"Oh Twilight! It's dreadful!" Fluttershy gasped in between breaths, as her soggy mane flopped in front of her eyes. It was clear she'd galloped to the library under the rain. "I don't know where to begin! Um – oh dear. I was by the outskirts of – and then – oh, um, this is Cloverbeam." She said hurriedly, gesturing in the general direction of the miserable filly. Twilight thought she recognised the pony from around town. That poor thing looked utterly exhausted, gazing across the library with a thousand-yard stare.

"Cloverbeam and her friend went into the Everfree forest today!" the distraught pegasus continued, tail swishing in agitation. "She says they came across a terrible creature. She got away, but... Twilight... I think it killed Cloverbeam's little friend!"

Behind them, Spike gasped in dismay. A sickening sensation of dread crept up Twilight's chest. "Oh, no!" she said, the urgency of the situation finally sinking in, along with a grim sense of determination. "No. We don't know for sure. Fluttershy, who was her friend?"

"A little colt named Arrowtail – oh, Twilight, what can we do?"

"Find the parents." Twilight said hurriedly, "Find Cloverbeam's first. Tell them to come to the library and ask them where you can find Arrowtail's. Their foals are friends – they will know where they are."

"Oh! Yes – right away!" Fluttershy scrabbled for the door, vanishing into the torrential downpour.

"And find Rainbow Dash!" Twilight called after her, before turning to the filly. "Little one, please tell me what happened!"

"He said to go." She whispered, eyes glazed over. "He screamed while I ran. Screamed for me to keep going." The little pony fell silent, and thunder boomed ominously in the wake of her words.

Ø


	2. Part 2

Chapter 3: Dreams Of Fairer Times

Cloverbeam sat in a daze on the library floor. Wrapped in a thick, welcoming towel, she felt the last of the evening's storm drying from her lemon yellow mane; outside, the rain continued to fall in the night sky. She sipped the hot chocolate Spike had prepared for her, feeling the briefest respite from the chill that gripped her heart.

The young filly tried to remember how she got here. She had scrambled through the Everfree forest for the majority of the day; that much she knew. Finally emerging from the tree line, she had collapsed, utterly exhausted. Absently she sifted through her thoughts, casting about for the next piece of the puzzle. The sensation of being carried; yes, she had been carried by the friendly yellow pegasus who now sat across the room, engrossed in discussion with the others.

_Fluttershy_, she recalled. That kind winged mare had taken Cloverbeam straight to her cottage on the quiet town outskirts. Cloverbeam sipped from the hot chocolate again, suppressing a shiver under the towel. Fluttershy had nursed her back to her senses while the storm grew outside. That's when she'd revealed to her rescuer the morning's events, and for the second time that day all hay had broken loose.

Cloverbeam came out of her reverie to survey the ground chamber of the library. The place had looked busy with books alone for company; now it was filled with everypony else, it seemed fit to burst. A vivid, rainbow-and-cyan coloured pony Cloverbeam didn't recognise slouched nonchalantly on a particularly large pile of books – much to the chagrin of Spike, who was clearly having a tough time keeping his cool about the growing mess.

Her eyes swept the chamber. Stood protectively close by were her own parents, Highfield and Twiglet. They'd finally stopped fussing over her. Then there was Twilight, who had seen to it that she was comfortable after Fluttershy had dashed into the rain. Cloverbeam wished the unicorn had been more tactful in pressing her for information; she could hardly think straight, let alone recount the day's painful trial.

Standing across the room were Arrowtail's kin. She regarded his mother with a pang of distress; the inconsolable mare cried quietly to herself as the others talked. The stocky pegasus beside her was Arrowtail's father. His eyes burning fiercely and his expression granite hard, he was every bit as headstrong as his son. Cloverbeam was busy hoping he didn't turn that gaze on her when she realised she was the subject of the conversation again.

"Um... I found her by the fringe of Everfree forest," Fluttershy recounted quietly, her drooping mane still weeping from the rain. "She was out cold, poor thing. I simply _had_ to take her home." Arrowtail's father glared, his expression saying she should have come straight to them. Fluttershy seemed to wilt before him, but she continued.

"I-I'm so sorry I didn't come sooner, everypony... so, so sorry! But, I hadn't the slightest idea what had happened. C-Cloverbeam was just too exhausted to explain, and- I _had_ to help her get better. Poor filly." she gave Cloverbeam a sympathetic look.

"Thank you regardless," Arrowtail's father grated, making a visible effort to control his impatience. "But now that we know where Arrowtail was, I think it's about time we brought him home." his gravelly voice suggested that any alternative was a physical impossibility.

At the mention of the name, Cloverbeam felt herself descend into her subconscious again.

"_Catch me if you can!" he yelled, rearing up and batting the air playfully with his forelegs. Cloverbeam gave chase with a giggle as he dashed towards the water._

_He was so fast for a little pegasus! Cloverbeam wasn't as nimble on her hooves, but the wind rushed through her fetlocks all the same. It was her turn to win! She would make sure of it! An ivory blur over the soft, green grass._

_Wings unfurled above the waterline, Arrowtail splashed into the pond, ripples sparkling in the sun as he struck out towards the middle with glee._

_Cloverbeam leapt at the water's edge, ploughing after him. "I'm gonna get you this time!" she shouted confidently, splashing deeper._

_She awoke on the bank, coughing, and soaking wet. "Wh-what?" she said, looking around in confusion._

"_Hey, fishy." a mischievous voice said to her left, though the relief in it was clear. Arrowtail moved to stand beside her, and together they watched the water's surface fidget in the gentle breeze._

"_I couldn't swim, could I?" she said, disappointed. She looked up dejectedly at her companion, who laughed reassuringly and flapped his waterlogged plumage._

"_You weren't so bad! You know if you'd been any faster, I reckon you'd have got me before we ever reached the pond," Cloverbeam smiled gratefully, but her ears drooped all the same._

"_Thank you. I'm sorry I got your wings wet." She replied, embarrassed. He wouldn't be able to fly for a long while, now._

"_Don't worry about it. Wet stuff dries, you know." He said, and they looked across the peaceful pond again._

"_I got your back, okay?" he whispered. Cloverbeam had never felt safer._

The library came back into focus. The older ponies were arguing heatedly. Fluttershy sat silently, studying Cloverbeam with a look on her face that said she would much rather be over there consoling the filly. Cloverbeam checked her expression, trying to maintain a blank face. The yellow pegasus relaxed somewhat, but her ears still hid in her mane, trying to blot out the passionate exchange occurring between the others.

"It's obvious we're wasting time!" Arrowtail's father boomed, slamming a forehoof to the ground as he glared at the assembled ponies. His eyes were a fiery yellow-orange; right now, they were twin halos of heat. His coat was a much darker shade of red than Arrowtail's, and a rough brown mane laced with rivulets of orange made his presence all the more imposing. "My son remains in the forest. Why the hay are we still discussing this?" he continued, tail swishing viciously.

Cloverbeam felt her own father's tension by her side. He clearly wasn't impressed with the other's attitude. One of his light green forehooves moved ever so subtly in front of her, as if he expected the aggravated pegasus to charge.

"Shadewing is right!" the rainbow-coloured pony chimed in. She had left her languid perch, and had moved to stand beside the angry father. "What the hay are we doin'? Screw game-plans, we've gotta go _now_!" she looked expectantly at Twilight, who stood her ground across the chamber.

"Look, you're being absurd." Twilight said, pointing a purple hoof to the inky black windows. Outside, the rain drummed steadily. "What do you expect to find out there at this time of night? What do you expect to do if that... that _thing_ is out there? We just aren't prepared enough for this!"

"Oh yeah? Well I know we aren't getting any closer sat on our haunches!" Twilight's opponent countered, multicoloured tail twitching in frustration. Shadewing snorted his agreement.

"Rainbow Dash, look at the storm you created," Twilight said diplomatically. "Are you really going to tell me we can conduct an effective search in these weather conditions?" The colourful pegasus glared sullenly at the windows. Everypony could see the unicorn was right.

A momentary silence descended as the group accepted a fresh round of drinks from Spike, who passed them quietly around.

"Besides," Twilight continued, "we need everypony we can get to help. We need an organised search party. We need a good strategy. At sunrise-"

"We must move _faster_. You are on good terms with the Princess, are you not?" Shadewing boomed, undeterred. "Ask her to raise the sun early. No doubt she will understand!" once again, his tone commanded obedience.

"I can't do that," Twilight replied apologetically. Shadewing scowled, opening his mouth, but she ploughed on. "Princess Celestia has been called to attend an urgent problem in the East. I received her letter this morning. She won't return for days."

"That's manure and you know it!" Shadewing retorted, "She still has to raise the sun from over there. Send a message anyway!"

"I wish I could, but-"

"Rubbish! You're stalling! What's wrong with your all?" Shadewing exploded. He hurled his drink across the room; it smashed into pieces against the library wall. "I WILL NOT LOSE MY SON OVER YOUR PEDANTRY." He bellowed. Nobody moved to clean the mess.

Cloverbeam felt her father's flank twitch. He spoke abruptly, but his voice was softer. "Shadewing, please turn it down a notch. I get it – I do. But there's-"

"Oh, but! But, but, _but_!" Shadewing seethed, stalking roughly towards Cloverbeam's father and spilling piles of books on the way. "That's easy for you to say, Highfield. Your_ weanling_ made it back just fine, thanks to my boy!"

He glared at Cloverbeam as he approached, who now watched things unfold from between Highfield's legs; he'd put himself between her and Shadewing. Her mother Twiglet stood beside her still. Watching worriedly, the milky white mare had said little at all.

"I _understand_, Shadewing," Highfield continued, his pearlescent silvery tail momentarily obscuring Cloverbeam's view. "But you need to stop scaring my child, _now_." He spoke with finality, gentle blue eyes abnormally hard.

Shadewing halted abruptly, and for a moment it seemed Highfield's words had worked on him. A confused expression crept across his face. Cloverbeam saw the faintest shimmer in front of where he stood. Twilight had blocked his path with magic. His expression flashed from incredulity, to anger, to grudging defeat.

As the angry stallion relented, Cloverbeam felt feathers brush her mane. With a start, the filly realised Fluttershy now lay beside her, a wing extended in a reassuring hug.

"I'm sorry," Shadewing growled, backing away. "I- I'm not myself. Inkpool and I..." he gazed uneasily at the indigo blue pegasus quietly sobbing in the corner.

Highfield relaxed, nodding in empathy. "It's okay, friend. We will help find him, I promise." He said. "Twilight, have you any ideas for us yet? What do you suggest?" The assembled ponies turned to face the unicorn once more.

"Tonight we will go door to door," Twilight said, choosing to ignore the altercation completely. "We'll call on every available pony to assemble outside in the morning." She indicated the front door of the library. "We will search in groups, so each stretch of the forest has a few good sets of eyes on it and nopony gets lost. I think if we stay in single file, then spread out in a wave as we near the site, we'll cover the ground very quickly." She directed that last part at Shadewing, who nodded appreciatively. Placated, the group began to discuss arrangements for recruiting volunteers.

As the conversation continued, Cloverbeam felt her heavy eyes droop. A tiny yawn escaped her lips; she was so, _so_ tired, and the towel – big enough to be a blanket around her – was so very warm. Perhaps she'd close her eyes for just a moment.

The sound of conversation faded away, slowly replaced with tinkling laughter and birdsong. Beneath Fluttershy's wing, the filly slipped gratefully into the world of dreams.

Ø

* * *

><p><span>Chapter 4: Eager Searches<span>

The next morning found Ponyville's peaceful streets slick from last night's storm, the fresh smell of ozone in the air. Beads of moisture clung to the buildings, glistening on the assortment of homes and storefronts that comprised the town.

As Celestia's sun crept above the treetops, the square outside the library buzzed with activity. A blanket of noise enveloped the scene, as ponies milled about the grounds, greeting friends and discussing the night's unsettling news.

Twilight and the others had been up long into the night recruiting ponies to their cause. What a turnout! There were easily over a hundred volunteers excitedly meandering about the busy square. They slowly coalesced into parties of several ponies each as Twilight moved among them, shepherding them with polite, firm efficiency.

"Excuse me, sir! Would you mind standing with those ponies over there? Thank you. Oh, miss? Right this way, please. Okay, that's good!" Twilight wove her way through the crowd as it shifted into formation. _Getting there_, she thought. They'd be off, soon. She spared a moment to look for familiar faces. Spotting her friends by the library door, she trotted over to them.

The five ponies were absorbed in conversation as Twilight approached. Rainbow Dash fidgeted impatiently as she talked to a pony as pink as Fluttershy's hair. Ah, Pinkie Pie! She looked irrepressible as ever, though perhaps her fluffy bubblegum locks were missing their usual spring. Still, she listened to Rainbow Dash with a bright expression. The brilliant white unicorn next to Pinkie Pie rolled her eyes disdainfully at Rainbow Dash's words, fiddling with her perfectly coiffed velvet-purple mane. Fluttershy stood quietly furthest from the crowd, the first to notice Twilight and greet her with a tiny smile.

"Ready, girls?" Twilight said. They all had a role to play today. As her trusted friends, Twilight felt they should be leading some of the search parties. She regretted that she could not turn down Shadewing from leading another; still, it would hopefully keep him satisfied.

"We're ready an' waitin', sugar cube!" the last pony said. Applejack was vibrant orange, her blonde mane protruding from under a wide-brimmed Stetson hat. Twilight should've known she'd be chomping at the bit to get out there. Applejack's family tree was extensive; she understood the care a pony could have for her kin.

"Of _course_, darling." The white unicorn added, in a considerably well-to-do accent. She put on a warm smile, pointing to herself with pride. "_Never fear, Rarity's here_!" she sang. "Now, let's go find that naughty foal. His parents must be _so_ worried!"

Twilight smiled despite herself. Only her friends could bring a shred of comfort to these dire circumstances. She loved them for that. Their uplifting disposition would be needed, today. Twilight raised her head, and pointing her horn at the sky, she sent a spell into the air.

"Alright, everyone! Thank you!" Twilight called, voice carrying across the commotion on the spreading web of her magic. The chatter died down as the crowd bustled round, looking at her expectantly. Twilight tried to remember how she had conducted herself during the last Winter wrap-up. Being All-Team-Organiser and doing this couldn't be all that different, but she felt nervous all the same. Taking a deep breath, Twilight addressed the crowd.

"I'll keep it brief." She said, sweeping her gaze across the masses. "Here's what we know. Yesterday morning, two foals by name of Cloverbeam and Arrowtail ventured into the Everfree forest."

"We all know how dangerous that place can be, but the foals were not so fortunate. Our understanding is this: they came across a large hole in the earth, within which they inadvertently awakened a terrible creature." The crowd muttered uneasily as Twilight went on. Some of them had heard the noises that morning; quiet, but distinctly recognisable as something out of the ordinary.

"The filly, Cloverbeam, made it back alive," Twilight explained, "but we don't know what happened to Arrowtail. Today, we have to find out."

"So, you've been organised into search parties. Each team will have a leader. Please follow your team leader's directions, and stick together! We don't want anypony getting lost today." heads in the crowd bobbed up and down in agreement.

"Team One!" Twilight called, as a group of ponies looked on attentively. "You're with me. We will spearhead the search on the ground." They nodded in unison.

"Team Two!" another group perked up. "You're with Applejack, here." She pointed to the orange pony. "Team Three? Rarity. You will search to either side of Team One."

"Air Team One!" a group of pegasi unfurled their wings. "Your team leader is Rainbow Dash. Together you will search for the clearing in the trees, and coordinate with the ground parties to keep them on track. Remember, the hole you're looking for is large and deep." More acknowledgement from the crowd followed as Twilight split the teams between the team leaders.

Minutes later, they were finally ready. Before Twilight stood over two dozen teams, eager to begin the search.

"Let's go!" Twilight shouted. With a cheer, the crowd dissolved into a steady stream of bodies, flowing down the road and towards the Everfree forest. The chatter started anew, but this time it was purposeful. Team leaders disseminated Twilight's instructions to their groups, who listened with rapt attention. Together, they formed a river of colour moving resolutely towards the town square.

With a gust of wind, three teams of pegasi led by Rainbow Dash rocketed over the crowd in tight formation. Streaking past the square towards the distant forest, the teams banked away from each other, separating out to form an aerial blanket for the search.

They would return with the first directions for the ground parties within the hour.

Cloverbeam stood on the library porch, watching the tide of ponies ebb away and wishing she could join them. Her parents, good friends of Arrowtail's, had joined Shadewing's search party. Her mother, Twiglet, turned back before she disappeared round the corner, flashing a smile and an encouraging wave at her daughter.

Fluttershy stood nearby as the library square grew quiet once more. She'd insisted on watching Cloverbeam while her parents were away, and everypony agreed the filly needed a compassionate shoulder to lean on. Besides, Fluttershy was _not_ team-leader material, if snippets of last night's discussion were to be believed.

"Um... are you ready, my dear? This way, now. Let's go and see some of my animal friends." She said softly, giving Cloverbeam a gentle nudge towards the countryside.

"Do you think he's really alright?" the ivory filly asked, trotting to keep up with Fluttershy's leisurely stride. The pegasus frowned in uncertainty, but seeing Cloverbeam gaze anxiously up at her, she smiled.

"Don't you worry, my dear," Fluttershy told her warmly, patting her with a wing. "Our friend Twilight is the cleverest, most organised pony in all of Ponyville! If anyone can get to the bottom of this, it's her. Now how about we go find the bunnies?"

For the first time in what felt like eternity, Cloverbeam smiled, cantering ahead of her guardian with newfound confidence. She didn't see a worried Fluttershy looking west towards the forest.

Ø

* * *

><p><span>Chapter 5: Domestic Troubles<span>

The crowd surged around the town square's pavilion, its red-tiled spire glinting wetly from the storm. At the front, Twilight led with Applejack, Pinkie Pie and Rarity.

The four ponies strode ahead of the volunteers. "So fill me in, hun'," Applejack said. "What exactly went on out there?" Pinkie Pie leaned closer as they walked, her gait bouncy and brisk.

"I don't know what to tell you," Twilight sighed. For the briefest instant Pinkie Pie looked crestfallen. "Cloverbeam was very tight-lipped about it."

"Well of _course_ she was, silly!" Pinkie Pie chirped, her voice easily an octave higher than the others. "I bet she was _super_ scared by whateveritwas. And Arrowtail's missing too? That would make anypony sad!"

"Ah should think so! If ah'd just lost a friend, ah'd be goin' stir crazy too!" Applejack said, pulling an expression that suggested she found the concept unsavoury.

"Don't worry, ponies! She'll cheer up when we find Arrowtail!" Pinkie Pie giggled, before a violent gasp shook her frame. "OH! I should _throw them a party!_" she beamed, a vision of her epiphany shining in her mind's eye. Rarity sighed as Pinkie Pie launched into a long description of her party plans.

"It'll be called the Welcome Back Arrowtail Party! There'll be streamers, and cookies, and muffins – oo, I should make muffins – and party hats, everyone gets a party hat, and a big, big banner that says 'Welcome Back Arrowtail!', and balloons, lots of balloons, you'll need to help me find balloons. OH! _Cupcakes!_ Hehe! And we'll play games like pass the parcel and hot potato and musical chairs and _someone_ will have to bring some apple punch and maybe Rarity would wanna make some costumes 'cuz it could be fancy-dress and..."

Twilight smiled as they went, enjoying the one-sided conversation while it lasted. She knew there'd be no such party if today didn't turn out as Pinkie Pie predicted.

It felt like no time had passed at all when they reached the fringe of Everfree forest, where the first of the untamed plant life encroached tentatively onto the open land. To either side, the vast expanse of trees stretched as far as they could see, rolling with the distant hills and vanishing beyond them. The crowd bundled together by the tree line, waiting for instruction.

In the sky above the pegasi circled, preparing to deliver the first set of directions to the ground. Rainbow Dash was clearly visible, her colourful accents waving in the wind as she delivered commands to the subordinate group leaders. Twilight watched as the others rolled sharply away, their flight path carrying them back over the forest canopy. Leaving her own group to circle, Rainbow Dash curled her wings into her body, dropping headfirst in a dive to the ground. Just as dismayed ponies in the crowd thought she was certain to slam into the earth, she snapped her wings open, landing with a _whoosh_ in front of Twilight and her friends.

"Air Team Two think they've spotted the hole. It's between a set of hills a few hours trot from here, south-west-west." Rainbow reported, a bemused expression on her face. "They _think_. What's the big deal? It's a _giant hole_. How hard are they to spot?" She arched an eyebrow at Rarity, who was busy trying to rearrange a mane disrupted by her landing.

"If they think they've found it, that's good enough for me." Twilight said. "We'll start heading in that direction. Thank you, Rainbow Dash." She finished, and with a brisk nod the pegasus leapt back into the sky.

Twilight lifted her head, allowing her voice amplification spell to soar into the air once more. "Okay, everypony! We have our first bearing! Remember, keep tight together until we near the site, and we'll move faster." She let the spell dissipate while the crowd shuffled, turning to her other friends. "You'd best go find your groups," she told them, and the three headed off with a nod.

Twilight strode towards the trees. _Here we go_, she thought, as she led the snaking line of ponies beneath the canopy. With grim determination, they filed into the forest.

The walk to the incident site was a long one, and it gave Twilight plenty of time for thought. Every time she entered the forest, she found it to be a unique experience. The diversity of the wildlife was staggering; she doubted she could identify the majority of the birdcalls reaching her ears from the trees above. Who knew what existed on the ground? Things were so dynamic, so varied and wild here that even were she to travel the same path, she'd find no two journeys down it alike. With a grimace, Twilight realised she had no contingency plan for what would happen if they came across the creature the foals encountered yesterday. In a startling internal display of disorganisation, she concluded they'd just have to run for it. She'd have found the improvisation exhilarating if it didn't mean she gambled the lives of all the ponies who had followed her beneath the trees.

No. She had to think constructively. If it came to it, she would do everything she could to get them to safety.

The environment was not at all conducive to travel, but they made good progress over the next couple of hours until it was time to fan out. Thereafter, it was painfully slow. Occasionally a false alarm would be raised. Ponies would crash through the undergrowth to the scene, only to find an embarrassed unicorn apologising, or a pegasus swearing she "just saw a little red colt _right there_".

On more than one occasion, Flight Team Three led the right-hoof branch of the search party astray, mistaking the true clearing for another as they approached. Overall though, Twilight was pleased with the performance. If only it had resulted in them finding Arrowtail. The volunteers grew increasingly uncomfortable as time wore on. Conversations about the forest and search turned to whispers about how it was all in vain.

_Ah, but no news is good news_, Twilight had to remind herself. They could just have easily found a body rather than a living foal. As long as they didn't, the possibility that Arrowtail was alive remained on the table.

Rainbow Dash dropped through the canopy in a shower of twigs and leaves, alighting beside Twilight and her team. "It's just up ahead," she said, trotting over the uneven terrain; clearly she planned to walk the rest of the way rather than attempt to fly back through the canopy.

Twilight scanned the trees ahead. It all looked quite innocuous to her, the vibrant mish-mash of different vegetation stretching into the distance. But up ahead, the light leaking around the maze of tree trunks looked much brighter. Unable to restrain herself, Twilight cantered the remaining distance, eyes widening at the sight that lay before her.

Daylight spilled in from a massive gash torn into the forest stretching back hundreds of yards, framed by the intact trees on either side. Everything within formed a corridor of sheer devastation; trees a whole pony thick snapped like twigs, giant clods of earth and tree stumps ripped from the ground and discarded chaotically on a bed of fallen branches.

"Oh, my." Rarity said, her team coming up short beside Twilight's. On their right, Pinkie Pie's jaw was doing a commendable job trying to hit the floor and Applejack gazed, speechless. "Twilight darling, what in Equestria did they find out here?"

The purple unicorn shook her head slowly. "I don't know, Rare." She started forward, hooves crunching on the messy, impromptu carpet that now comprised the forest floor. "But whatever it is, I hope it's long gone."

"Twilight, ah don't mean to be the worm in the apple pie, but... don't you think we're a little outta our depth, here?" Applejack gazed sadly at the destruction as she spoke. Her lifetime of working on her family farm had given her a love for trees beyond Twilight's understanding.

"We certainly are," Rarity voiced Twilight's own thoughts. Only Rainbow Dash remained unfazed; from her inquisitive expression, Twilight could tell she was _enjoying_ the adventure.

The majority of the ground teams gathered into the forest corridor, slowly upturning the place as they inched towards the source. Dozens of voices called Arrowtail's name as ponies nosed under branches and between upturned roots, while others argued over what laid waste to the forest.

No sign of the foal could be found, and soon the ponies found themselves standing in front of the gigantic hole. Its rough edges dropped into blackness below, the end nowhere in sight. Those at the front of the crowd peeked over its rim, and a hush fell over them all. The airborne teams circled the site from above, peering into the deep.

"If this was made by a _worm_..." Pinkie Pie mused, thoughtfully toeing the lip of the hole. She didn't finish the sentence.

Twilight's mind raced inside her skull. There was nothing she knew of in modern Equestrian ecology that could create a landmark such as this. Yet, here it was, and it was _huge_. A conservative estimate put it at thirty-three – no, thirty-five ponies in diameter. Twilight gazed back at the destruction behind them. Now she had no trouble believing the hole and the devastation were connected; something that big could _definitely_ deal out some serious damage. It wasn't looking good for Arrowtail, she thought grimly, turning back to the hole and- _Rainbow Dash!_

"_Wait_!" Twilight hissed. Rainbow Dash hovered with ease over the centre of the hole, a large rock in her hooves.

"I wanna see how deep it goes!" she explained excitedly, and with that she let the rock fall. Twilight's horn flashed as she wrapped the projectile in tendrils of magic, lifting it to her side.

"Rainbow, if something lives down there don't you think we shouldn't be dropping things into its home? Especially if it can do _that_." She pointed a forehoof back at the corridor, and Rainbow rolled her eyes in assent.

"Eugh. Alright. You're so boring, you know that?" the pegasus moaned, bad manners earning her an admonishing scowl from Rarity. "_What?_" Rainbow said, aggressively. Before the two could start arguing, Twilight's horn shimmered, and she closed her eyes, letting her magic ebb down the hole, enhancing her natural senses. It was an exhilarating feeling, she thought as she tried to focus, filtering the noise of the shuffling ponies around her, the sensation of the breeze over her purple coat. Discovering the dimensions of a space was fairly easy to do, but this tunnel seemed to stretch forever into the earth. She'd felt over 400 legs deep before the slant finally began to level itself; even then, it kept descending at a steep angle. With a sigh she let go, her senses returning to their unremarkable normality.

"Listen, and pass this to the back," she said to the front row of volunteers, "We can't go down there; it's far, _far_ too deep and almost certainly dangerous. _Even_ for the pegasi," she said pointedly, as Rainbow opened her mouth to speak. "We're going to spread out around the entrance and search into the forest for Arrowtail – _quietly_." Heads turned and whispers were exchanged, as the ponies quietly arranged themselves into their teams once more.

"Don't worry, sweetie," Rarity said to Pinkie Pie, who seemed visibly upset that Arrowtail had yet to be found. "We'll keep going as long as we have to, I promise." Pinkie Pie looked at her, eyes big pools of sorrow framed by drooping ears. Rarity seemed to struggle with herself. "_Humph_... oh, _fine_; and when we throw the 'Welcome Back Arrowtail Party', I'll make some stupid costumes."

"Okie dokie lokie!" Pinkie Pie said, bouncing away. It was like somepony flicked a switch from 'sad' to 'happy'.

The crowd began to fan out, heading towards the surrounding trees with considerably less energy than they'd had before. The path of the destruction led back towards Ponyville; the direction the foals must have run, and thus led the creature. The chances of finding Arrowtail in any direction beyond the devastation were slim.

"Oh, what_ now_?" Rainbow Dash soared up to join the air teams, where some quiet commotion seemed to be occurring. She could be seen joining the argument from the ground. The pegasi seemed to be pointing across the forest, unable to agree on something. As the ground teams snuffled for Arrowtail, Rainbow Dash dove back to the ground once more.

"Something's going on in Ponyville," she told Twilight, confused. "Can't see what from over here. _Cloudbreeze_ insists it's a fire." She said that last scornfully, glaring up at a pony from Air Team 3, but Twilight interrupted her, eyes wide with fear.

"What can you see?" she asked urgently. Some straggling volunteers were watching them worriedly.

"A big cloud of _dust _coming from the northern edge of the town," Rainbow replied, emphasising the word that she thought disproved a 'fire'. "Papermoon thinks some of the buildings look different too. Pfft! He's full of manure. It's _way_ too far to see that much from here! Hey, what're y-"

"Oh Celestia!" Twilight exclaimed, turning and galloping over the debris, leaving her surprised friends behind.

_No! It can't be!_ When she'd felt the angle of the tunnel she'd wondered where it led. It curled back to the east. She guessed it was possible... oh, but it was a terrible thought... If a tunnel had reached Ponyville... and she'd just brought so many able hooves out here...

She raised her horn, amplified voice booming across the forest.

"PONYVILLE IS UNDER ATTACK! EVERYPONY TO PONYVILLE!"

The confused crowd broke into a run behind her, bounding back down the corridor of chaos, flitting out of the woods on either side.

"Rainbow Dash!" Twilight called, and the pegasus drew level with her effortlessly. "Take the pegasi back to town! Quickly! I'll meet you there!" Rainbow Dash vanished in a flash of colour, and Twilight struck on towards the trees.

The pegasi would reach Ponyville in record time, but Twilight could be there sooner. As she galloped, her horn began to glow, its intensity increasing until it was a beacon ploughing across the dimly lit forest floor. She strained as she ran, pulling deeply at her magic as shafts of brilliant white light burst from her forehead. She felt a pressure in her ears, a high-pitched whining just barely in her range of hearing, growing as the sound of the forest and her thumping hooves faded away. The space around her seemed to warp, the light bending impossibly, the noise building to a crescendo until with a loud _BANG_, she completely disappeared.

The forest snapped back into place where Twilight had vanished, as Applejack led the others in a dead run back through the trees.

Ø

* * *

><p><span>Chapter 6: Paint and Spackle<span>

Silven sighed as she toed the ground beside her tidy Ponyville cottage, examining the damage to the wall. A thick crack ran up the side of the unicorn's home. Her steel grey coat seemed to shimmer subtly when the sun escaped the clouds, as did her sky blue mane. As she moved, the reflective sheen danced over her, throwing flickers of silvery brilliance in random directions. As dazzling as the effect was, Silven was not one to show off her assets. Quite the contrary in fact; she found the look of her coat a little uncomfortable. It reminded her of the way exotic fish looked as they swam in the sunlight. _Fish_ couldn't be a good look for anypony. At least her flank had a tasteful mark upon it - a series of deep blue swirls, shrinking in a vortex that vanished into the middle.

Silven ignored the reflections she left on the cottage wall as her rich blue eyes studied the crack. Their deep tanzanite hue had stopped many a stallion in their tracks before - not that she'd ever noticed. Right now, they frowned at her home. She supposed last night's storm had stressed the structure just a tiny bit too much.

Silven resolved to prance across town and collect some materials for the repair. Paint and spackle should do, for now, but she'd have to try harder later. Although she wasn't known for her material possessions, she was nothing if not house-proud. Perhaps she'd grab a bite to eat as well, she thought, as her stomach grumbled in dissent.

Wandering through Ponyville, Silven felt something was different, but it was difficult to place at first. It seemed a little quiet in town today. Sure the residential areas could be tranquil, but there should've been masses of ponies ambling down the streets in the marketplace, sellers hollering for their attention. Instead, it was nearly empty. Silven approached the nearest stall keeper at his stand, his colourful sign reading "_Brickhoof's Bakery_". Having nothing better to do, he'd watched her approach, and now she made for his stall he put on a winning smile.

"Well hi there, first customer of the day!" He said, bobbing his head. Silven returned the gesture. "I am Brickhoof. Welcome to my stall! I almost didn't expect anyone to show!" at her confused expression, he continued. "Well, you know... the search in the forest?"

"Um... no, actually." Silven replied. Her voice had a light, airy quality to it.

"Ah," the earth pony said, growing solemn, "I should've known they couldn't reach everypony in just the one night. Something awful happened yesterday, ma'am. A kid got into trouble in the Everfree forest. He didn't come home." Silven gasped at the news. "Why, I've got a feeling half the town is out there looking for him."

"That's terrible! At least there are many hooves helping out." Silven said. If she'd been approached, she'd have joined in too.

"But- I had to stay here, of course!" he added hastily, as if worried Silven judged him. "Figured they'd be awfully hungry after a day's search in the forest!" he grinned sheepishly, and Silven smiled back politely. "Don't worry, ma'am. Foal probably just got his head in a twizzle, is all."

Silven nodded, examining the menu. "Could I have an... apple turnover, please?" she said, offering Brickhoof a few 'bits' - the currency in this region of Equestria.

"Of course!" he said brightly, accepting the cash and digging the pastry from beneath his stall. "Fresh-baked this morning, contents straight from Sweet Apple Acres!" he said with pride, as Silven levitated the food with her magic and took an eager bite.

"Imf _demifush_!" she mumbled, grinning as she left him to the street. She trotted in the direction of the hardware store, apple turnover in tow.

She did so enjoy living in Ponyville. It was quieter than her old home in Manehattan, and something about the place and its residents – like Brickhoof, in fact – seemed to instil a feeling of relaxation and happiness in her. Sure, it hadn't been _all_ smiles and rainbows. Why, not so long ago an Ursa Minor had paid Ponyville an unwelcome visit. The giant ethereal bear had done substantial damage to the western edge of the town. And how could she forget the day Ponyville was overrun with parasprites?

Silven tried the door of the hardware store, caught by surprise when it didn't open. A small sign hung from the window, reading: "CLOSED". The owner must be helping with the search.

Defeated, she turned back towards home. She couldn't fault a pony for wanting to help others, but that crack was _really_ going to get on her nerves. Maybe she could fix it with a speck of magic? Silven nibbled the last of the turnover thoughtfully. She _did_ have more magical ability than most; substantially so in fact, but finesse with it? Not so much. Instead of shuffling the tiny crumbs of the wall back together, she might well rip the whole wall out. There were unicorns in Ponyville who could sew the most delicate of fabrics with a tiny needle and the utmost control. She thought of the purple-maned seamstress from the Carousel Boutique – now _there_ was a pony who knew precision! Silven had tried a few of those beautiful garments on herself.

Silven strolled down Cloplight Lane, her little cottage now back in sight. Perhaps she'd take a glass of orange juice and sit out back in the sun. If the day didn't want her to get any work done, she wasn't about to argue with it.

Silven stumbled as she trotted down the paving stones to her front door, nearly falling face first into its wooden frame. Hoping nopony saw her graceless mistake, she turned to see what tripped her. _Eugh_ – one of the paving stones stuck ever so slightly out of the ground on the side facing the street. She'd caught a forehoof on it. She tried experimentally to put it back down, but it seemed to already be flat against the earth. _Oh, whatever_. Silven would sort it out later.

The unicorn tugged her door open with a thread of magic, crossing over the humble threshold. Her coat's shimmer dulled as she left the sun behind. Silven really wasn't materialistic – at all. The front door opened into a little reception room, comprising a modest sofa and table sat upon a homely wooden floor, facing a small fireplace and its plain mantelpiece. On it, a simple vase held an arrangement of flowers Silven had picked herself. They looked like they were due for a change, soon. Framed behind them on the wall was Silven's degree in magical studies, earned at Canterlot University three years ago. It seemed to hang at a very slight angle, oddly. Silven crossed the room and tilted it until it looked level.

She continued into the tiny kitchen at the back of the house. In the corner stood a small fridge, from which she pulled a carton of orange juice with an idle flick of her horn. Pouring herself a glass, she sent the carton sailing back to the fridge; glass full, she sipped her floating drink and stepped out the back door.

Silven walked the few paces to her favourite spot in her little garden, and setting down the orange juice, she curled up under the sunlight.

Closing her eyes, she called upon her magical abilities, sending her other senses into the surrounding world. There was _nothing_ more euphoric than the rich sensations a pony experienced when she enhanced her senses this way. Oddly, many unicorns didn't do this as a matter of regularity. That always seemed strange to Silven; to her, it was tantamount to a pegasus pony refusing to fly. She felt slightly sorry for anypony who hadn't experienced such pleasure.

Casting about, Silven felt the light breeze tickling her mane, somehow aware of every strand as they danced and swayed. She felt much the same from the soft grass, as the filament blades rippled gently in unison. She let herself become aware of the clouds above her, allowing her consciousness to experience their cool cotton sensation, soaring along with them as they drifted lazily by overhead. Somehow the sun on her body felt warmer, the light behind her eyes brighter, but never uncomfortably so.

It was, she blissfully imagined, the very definition of life after death.

Silven sighed and rolled over lazily, exploring the grass again. She listened to the click and patter of a thousand tiny insects going about their business. A dragonfly hummed past as it made its way to a nearby pond.

Suddenly, Silven's enhanced senses caught her orange juice toppling. The overwhelming smell of citrus wafted over her, and she became acutely aware of a coolness creeping over her haunches. And... Was that the ground _tilting_?

The ground was _really tilting!_ A creaking, cracking sound emerged from behind her. Silven snapped her eyes open to see her cottage leaning towards her, its shadow steadily enveloping her sunny position on the sinking lawn.

"Horseapples!" Silven shouted, abandoning the spell and leaping to her feet. The crack! The paving slab! The frame on the wall! She'd failed to spot an imminent subsidence of the ground.

Silven galloped through the back door as the ground sagged dangerously, the contents of the kitchen pouring out of the little cupboards and smashing on the splintering wooden floor. Dull thuds and crashes emitted from the bedroom door as she hurtled past into the reception room, diving past the sliding sofa and sprinting up (_up!_) towards her front door. Outside she heard screaming; perhaps the town wasn't as deserted as she'd thought.

Silven burst from the cottage in a shiver of light as the structure slid away, walls rupturing and disintegrating as it fell into a growing gash in the earth. The unicorn had no choice but to keep running as more of the ground fell away behind her, chasing her up Cloplight Lane.

Then, as quickly as it had started, it was over. With a final grumble, the land lay still.

Ponies gathered around the ruined landscape that once bore their beloved homes, coughing in the dust thrown into the air. Silven stared in disbelief at the place her cottage had stood, now far into the middle of a deep, long, wide trench. Only the occasional roof tile or patch of thatching protruded from the upturned soil where several streets had been moments before.

For a long moment, nopony said anything, unable to process the sudden event that had befallen them. Then, an eruption of chatter billowed forth. It grew as yet more residents came from further afield, attracted by the commotion. Friends consoled astounded homeowners, some of whom began to cry gently, everything they'd worked for now buried in the ground.

_I guess the day has work for me after all,_ she thought, as in an astounded stupor ponies began to clamber down the steep edges and pick for their belongings. Some followed down the slopes to help the others. She recognised her neighbours with dismay, their ashen faces mirroring her own. At least nopony appeared hurt.

_I might as well join them_; she thought glumly, her mind numb from shock as she edged down the steep, rubble strewn banks. She wondered dully where she would spend the night. Did she have enough bits left for board and breakfast? How could a day go from being so charming to being so awful so quickly?

Silven wandered to middle of the ruins, a lone paving slab the only indication of where her home once stood.

Her horn glowed gently as she tugged a clump of brickwork free. She supposed there wasn't much to rescue from her threadbare cottage anyway, dropping the rubble to one side. Her home had been her only prized possession, and now it was destroyed. On autopilot, she carried on regardless. What else could she do? Piece after painful piece, shards of her home shook free of the earth.

A rumble came from the ground beneath the milling ponies, causing many to turn hurriedly back and try to climb the trench walls. The ground heaved again towards the middle of the chasm, and panic broke out among the crowd.

Silven held her position, confused. The subsidence should have settled the first time; surely there wasn't more to come? She jumped in alarm as a tree trunk burst through the earth, great chunks of brick, roofing and other tat flying through the air after its furious ascent. With a pang of dread Silven looked closer. It wasn't a tree trunk. It was a _leg_. The horrible thing slammed into the ground, digging a rugged bony tip deep into the soil for leverage. More followed suit; too many, hurling debris in the air. It rained down on the terrified ponies, the crowd scattering under the onslaught as whatever came for them heaved itself from the depths.

The panic began in earnest, now. Around the rim, ponies reached down for those scrabbling from the trench, screaming encouragement for them to climb faster. The few pegasi around took flight, some attempting with varying success to carry others out of the pit that now gave birth to something best described as a betrayal of nature.

A petrified Silven found herself face to face with a living nightmare.

Four lidless, orb-like eyes slid wetly around in their sockets, milky irises flicking between the terrified ponies as they scrambled at the edges of the newly formed gorge.

One by one, the eyes settled on the nearest living thing; Silven, rooted to the spot by the ruins of her home. The bulging eye sockets jutted straight outwards from opposite sides of the hideous face; two above, two below, each sharing its muscular base with a thick mandible that curved inwards to a razorblade tip.

Those four mandibles peeled outwards, revealing long, flap-like cheeks that curled out behind them, a sickening four-leafed clover of thick flesh, jagged teeth lining the inside as far down as Silven could see. From inside its maw, a head-splitting roar blew forth, and the creature surged towards its prey.

There was no time to think, so Silven simply reacted, picking up the nearest chunk of brickwork and hurling it at the open jaws with her magic. It glanced off one of the mandibles in an explosion of dust and rubble, hardly seeming to slow the beast at all. Those thick, muscular legs bore it effortlessly over the ruined ground, while yet more swiped at the air.

Silven backed away, hoisting more projectiles into the air, throwing everything within her sight; heavy wooden beams, splintered floorboards, glass, chunks of roofing, clods of earth. As she stumbled backwards a shower of sparks and smaller projectiles bounced off the creature from all sides, as unicorns in the screaming crowd launched their own assault.

Still the nightmare advanced through the torrent of debris, seeming only to get more enraged. It bawled again, the ground shaking beneath its advance. Desperately, Silven hefted a particularly large tangle of metal joists, putting all her magical strength behind it. It whistled through the air, but missed as the creature just... _rolled_... rolled onto its back and kept coming! It didn't seem to have a right way up!

Suddenly, a shimmering light appeared in the air before Silven, stretching high above her head and far to either side. The devilish beast smashed into the luminescent barrier with a sickening crunch, reeling backwards and roaring in fury. On the ridge behind her, Silven saw a purple unicorn, horn brighter than any other as she wielded her magic.

Silven threw rubble with renewed vigour, seeing gaps open in the barrier as her ally tried to allow them through. But it wasn't working – they kept missing their mark, and the barrier seemed to flash and creak under the continued blows of the furious beast. In a moment it would break through, and Silven would be no more.

Something made Silven turn back to the ridge. She and her ally locked eyes, and in a shared moment of understanding they knew what they had to do. It was complicated, almost taboo for unicorns to do. But they needed to work together. Silven reached for her magic again, probing the other's barrier with her senses. She felt the tug at her navel, felt the invitation from the other on the ridge, and dived into her magical being.

It was as if their two consciousnesses became one. Silven knew her – knew the pony who held the raging monstrosity at bay, knew her honest essence and her talent for magic, her thirst for knowledge and boundless curiosity. And Twilight Sparkle knew her, too.

A brilliant light washed the scene from above, and Silven looked up in amazement to see the propagating shockwave of colour that formed a sonic rainboom blasting apart the clouds. From its origin, a white bullet streaked towards the rampaging creature, though as it drew near Silven could see every colour of the rainbow, blurring together under the incredible speed.

A split second later it tore past the creature's head, the concussive explosion of noise that chased it throwing Silven to the floor.

She scrambled to her feet while the incensed creature thrashed ferociously. The lightening fast pegasus had struck at one of its eyes – it oozed a gooey fluid while the others glared hatefully after her.

_What do we do?_ Silven sent through her magical connection to Twilight. She felt the other's mind race; a sensation of hesitation down the bond they had formed.

_Drown it,_ came the reply. _Take the barrier!_

Silven felt a wave of panic wash over her; how? How did she take the barrier? Only, she _did_ know, because Twilight knew – she felt a gentle guiding force, pushing her towards the knowledge she had to start with, easing her magical being into place. With a flash, she felt the purple unicorn's considerable influence vanish, and she leapt forward in her mind, grabbing at the spell to reform the barrier.

The creature raged anew, and for the first time Silven felt its raw power as it beat against the barricade she now held. Each time one of those massive limbs collided with the shimmering light, she felt a nauseating surge of magical power dragged from her body. This was a dangerous, dangerous spell – if the creature raged too hard, it could burn her out completely. It took all her concentration not to let the spell disintegrate.

Suddenly, the air was full of flying pegasi, ducking and weaving about the creature, trying to draw its attention. They dodged the legs whipping through the air, trying to reach its eyes. Even the rainbow-coloured pegasus returned, but without the element of surprise none could strike again. Try as they might, they couldn't land a blow, and all along the creature heaved itself relentlessly against Silven's barrier, which twinkled and shimmered under the onslaught.

Silven's stomach heaved, unable to stand the nausea any longer. Those milky, bulbous orbs swivelled madly about, tracking the threat of the pegasi, tracking her. As if it could sense her weakening, it dug its legs into the earth, pushing its mighty bulk against the waning wall of light. Silven cried out in pain, gritting her teeth, clinging desperately to the spell, her horn hot on her head. She couldn't hold on much longer – she just couldn't!

_TWILIGHT! _She screamed down the magical connection, feeling a surge of energy drawn by the other some distance away.

_I'm coming! _Came the hurried reply, as the creature bellowed once more, great mounds of earth bunching up behind its legs as it pushed all the harder, the thick, bony tips sinking deep in the debris. More of the limbs from its back curled to the earth, and it _crushed_ its mass against the shimmering light with the extra force, muscles bulging from the effort beneath the ongoing shower of ineffective sparks and projectiles.

_TWIIIILIIIIIIIIIIGHT!_ Silven's mind howled, body retching violently, her legs giving way as her stomach heaved again.

_Almost there! Hold on, Silven! Hold on!_

The sound of the battle began to fade from Silven's consciousness. She felt herself slipping away, her fractured clutch on the spell pinging loose. The barrier warped horribly, buckling where the creature crushed itself against it. She couldn't hold on. It was going to break through.

Through blurred vision, she saw the spell splinter; saw great cracks of light race across the surface of her barrier as it slowly broke apart, its attacker leaning all the more against its groaning structure.

Through the blinding pain, Silven felt a wave of magical energy from back on the ridge. But even as she did, something cast a shadow over her motionless form, and with a pang of despair she knew her time had come. Twilight was too late – it must have overcome the barrier. She heard its furious roar, felt the ground tremble under its mass.

Suddenly the nauseating stream of magic abated, and Silven felt herself crawl back from her blackout, vision swimming. The barrier held, if barely, and behind it the creature still stood. But although its limbs thrashed wildly, they didn't strike at the cracked and damaged shield. The shadow cast over her was from something else, and it was at the end of this the beast raged. Blearily, she thought she beheld an undulating stream of water in the sky, but that was of course ridiculous. Yet there it was all the same; a conduit of water soaring over her head, its glittering walls lined with vines of magic, dumping its contents on the horror behind the barrier. Silven recognised Twilight's work as she staggered to her feet and the creature roared again.

_I'm here_, she felt from Twilight, along with a reassuring tug at her magical self. _Okay, Silven; I need your help again._

Silven realised what she had to do, and gritting her teeth, she renewed her grip on her barrier, snapping it smooth, pushing the edges around and enveloping the creature in a fishbowl of light. The torrent of water buffeted the edges, sloshing up the sides as the beast raged within, howling. It reared up through the stream, but the downpour surged back all the harder under Twilight's direction, knocking it deeper into the bowl. Silven's legs wobbled at the mass of the water pressing down against the bowl, her mind fighting the overwhelming sensation that her own body carried that weight. The water had reached the lip of her ethereal bowl now, yet still it crashed down from the conduit, spilling over the edges, preventing the tangled mass of limbs from forcing its way free.

Silven felt Twilight straining too as the beast thrashed in the water, whipping it into froth as its legs scraped fruitlessly against the inside of its liquid prison. The magic continued to surge through them both as a deathly hush fell over the scene, the monster's rampage quiet in its watery grave.

For agonisingly long minutes it tore relentlessly against its grisly cage, bony appendages hurling the water about as it flipped and rolled and gnashed its jaws. Slowly, the unicorns felt its power leak away, the sweeping limbs beginning to twitch instead, milky eyes fading as its struggles grew feeble.

Grimacing from the effort of her spell, Silven saw the creature fall still, massive legs twitching one final time as it expired at last.

Silven let the barrier fall, collapsing with it. A wave of water surged outwards from the corpse as it fell to the ground with a wet crunch. Overwhelmed by the emotions she'd held at bay so long, she began to cry; relief surged through her, a powerful sensation of being alive that would have competed with anything she'd ever felt enhancing her senses with magic. As tears of traumatic joy fell from her eyes and the bond between her and Twilight surged with happiness, the crowd on the ridge exploded into exultant cheers.

Ø


	3. Part 3

Chapter 7: Newfound Friends

For a moment, the town's devastation was forgotten. All around the rim of the fallen earth, ponies leapt and cheered, revelling in victory over the terror that had befallen Ponyville. The pegasi above soared and looped and rolled in delight, dancing above the thunderous commotion.

Curled up in the dirt, Silven felt Twilight approach as she slid down the sheer side of the trench, her relief strong through their bond. Along with it she felt concern, and quickly realised it was for her. She supposed that was to be expected now, as her sobs ebbed away. They were as good as one, sharing each other as they were. Oh, but this was going to be awkward later!

Twilight was a slim creature, and now she picked hey way delicately across the uneven terrain Silven could see an interesting series of stars dotting her flank. She sensed Twilight considering her in return, a tinge of intrigue no doubt because of her silvery coat. Oh, how embarrassing! At least it was somewhat hidden in a film of dust and dirt. Amusement flashed from Twilight at her own thoughts, which only made it worse.

Wordlessly Twilight helped her to her hooves. There would be time for talking later; an undercurrent of urgency came from the bond, and Silven understood why. There was still work to do, and do quickly. Twilight raised her head to the crowd.

"Unicorns!" she called, amplified voice addressing the cheering crowd. "This creature came from a series of tunnels below the ground. We must seal this one to keep Ponyville safe. The strongest among you, please follow our lead!" Ripples of motion traveled across the crowd as ponies discussed their abilities. Horns twinkled and shimmered as they jostled around, a line of unicorns forming at the front. The edge of the ridge seemed to glow faintly under the sunlight as the ponies stood expectantly in front of their celebrating peers.

Silven closed her eyes and led with enhanced senses, feeling out along the trench for the continuation of the tunnel below; the sensation of massive space, almost three dozen ponies across, burrowing deeper into the earth heading west.

_Down there_, she sent an impression of the location through her mind, and she felt Twilight's acknowledgement as the purple pony sent her magic into the ground, racing after her own. The tunnel only approached the surface at the stretch where the town had collapsed, and even then it had been deep. Thereafter it dove sharply downwards. The beast must have been surprised to find the surface so unexpectedly – the lack of tree roots and the development of the town had obviously weakened the structure of the land.

_How should we do it? _Silven thought.

_Pull the walls together._

_But the buildings-_

_It's okay,_ Twilight sent reassuringly. _It's too deep to hurt Ponyville down there._

Silven could see in her mind's eye that Twilight was right. Frowning, eyes still closed, she nodded.

_How far down?_

_As far as you can._

Silven stretched her mind's eye, dropping further down the tunnel. The distance proved a very different kind of strain to what she'd felt holding the monster at bay – just remembering _that_ made her weak at the knees! This was more like straining to see a particularly tiny object close between her eyes; like trying to listen to a sound that could hardly be heard. The further she went, the harder she had to scrabble for focus. As she went, she released a filament thread of magic behind her; a guide rope for her new friend and the unicorns on the ridge to follow.

Further Silven went, edging into the deep until she could not go on.

_There_, she thought, her thin thread of magic tracing back up the hollowness to the surface. She sensed Twilight was impressed, and realised she'd manage to guide her a massive half-thousand legs down into the earth.

Slowly, powerfully, Twilight began to work, shifting the walls of the tunnel loose, dragging dirt from its fragile clutches. Silven felt others investigating her magical guide rope, as dozens of smaller influences began to tug and pull at the earth in the deep.

The tunnel walls began to collapse, its destabilisation running up its length as the unicorns worked together, reaching from the guide rope to scrabble at the soil.

It happened faster now, becoming easier for them all as they neared the tunnel's end. Silven felt the earth shaking as the collapse drew nearer, its dull rumble growing in her ears as the last hundred legs were dragged together.

The ground began to sink again where the beast had emerged, and the crowd fell quiet under the rising noise. Those not involved with the unicorns gazed fearfully at it until with an anticlimactic puff of dust and grit, the rumbling stopped and all fell still. The tunnel was sealed.

"Thank you all!" Twilight called to the masses, and chatter erupted among them again. She turned to Silven, who stood shakily.

"That water – where did it come from?" Silven asked, confused. Twilight chuckled.

"Let's just say there's a pond not far from here that needs a little more of last night's rain!" she replied, and Silven suddenly realised she knew that already.

"Hey! Rainbow Dash!" Twilight called elatedly, as the cyan pegasus who blew apart the sky landed in front of the two unicorns. "You were amazing – thank you."

Rainbow snorted indifferently at the praise. "Me? What about _you_ guys? That was _awesome_! The _size _of that thing! Uh... hi, by the way," she finished, looking curiously between Silven and Twilight.

"Oh! Of course. Silven, this here is Rainbow Dash."

"I know," Silven said, before realising what that meant. Rainbow Dash smiled; clearly, she took it to mean Silven had heard of her before. Twilight cleared her throat.

"Ahem, Rainbow Dash, this is Silven Essence." The shiny pony squeaked at the mention of her last name. She preferred it go unmentioned, it seemed.

"Silvenesence? Uh, nice to meet you." Rainbow said pleasantly.

"Please – it's just Silven."

"Got it!" Rainbow replied happily.

"She's going to be staying with me for a while," Twilight explained, as much to Silven as to Rainbow Dash. "Her home was destroyed in the attack." Silven guessed she knew that from the bond, too.

"Well, don't you make friends quickly these days?" Rainbow Dash winked, "Seems you had more time to chat than I'd thought." The two unicorns looked a little awkward, but Rainbow either didn't notice or didn't care. "Hey, the search party will still be heading back from Everfree forest – I'm gonna let 'em know they don't have to rush, okay?"

Twilight nodded. "Great idea. Could you ask the girls to come by the library, later? We need to have a chat tonight."

The pegasus took off towards the forest, leaving Twilight and Silven to themselves. Silven felt exhausted, and Twilight caught her as she sagged towards the ground.

"Come on, you – let's get you home." Twilight said, helping the dusty, shimmering pony away.

The pair walked slowly together through Ponyville, its centre now a hive of activity after the day's events. Their euphoria from having defeated the monster did not last long; there were still a lot of homeless residents, and others had been injured in the panic. Thank Celestia nopony had been killed!

Mayor Mare had declared that those who were rendered homeless could take up residence with volunteer foster families or in the town hall. In accordance with the announcement, ponies scrambled up and down the streets, helping their unfortunate neighbours get settled in their homes. Some carried piecemeal possessions they'd scavenged from the rubble. Others walked dejectedly, empty-handed.

Silven was distracted to say the least, though. "So... you and I, are we, um...?"

"Friends?" Twilight finished for her. "Of course. How could we not be?" she was right. There were things to two knew about each other they'd never told another soul. They knew the way each other thought, the way they felt about, well, _anything_. The intimacy of it left them both a little giddy.

They walked wearily through the marketplace, now teeming with the life Silven had expected earlier that day, but nopony was selling wares. Quite the opposite in fact – in a heart-warming display of generosity, many of the market stall owners were donating their produce to the afflicted. The pride Silven felt for her town reverberated back to her from Twilight.

"Here we are," Twilight said, and Silven sensed her joy and comfort as they approached the large tree that comprised Ponyville's library. Obviously Twilight very much considered this to be home.

"It's lovely," Silven commented, wandering inside at her friend's gesture. She supposed Twilight knew her feelings already, but it felt right to say it anyway. The inside of the tree was larger than she'd thought from the outside, but it was indeed homely.

"T-_Twilight_?" a terrified voice came from the kitchen door, and Silven watched the purple pony rush over to it, weaving herself around piles of books with practised grace.

"_Spike_! I almost forgot! Spike, are you okay? You must've been terrified by the noise! It's alright now," Twilight called, nosing open the door. With a flash of surprise Silven saw a little dragon curled up beneath a table! Or... had she known Spike already? An image of the interior of a lecture room wandered across her mind's eye, an egg sat on the testing cart, before she realised it wasn't her memory.

"-anyway this is Silven. She's going to be staying with us for now. Silven, this is – oh, right."

"Hi, Spike!" Silven said as if greeting an old friend, genuinely happy to see him. Spike looked confused as he slid out from under the table.

"Um... Hey, Silven." He said, trying out her name. "Can I get you anything now I know the town isn't under siege?"

"Yes, please! When you have a moment I'd love some peppermint tea – I'm parched!" Silven replied, eyeing a particular cupboard on the kitchen wall. Spike looked more confused than ever, and Twilight giggled nervously.

_This bond-thing is hard to get used to_, Silven thought apologetically. _I keep forgetting I know things – or maybe I don't know them, but then when I look for them, they're there, and... gah!_

_I know... And I think we should talk normally unless we're alone, _Twilight replied, realising they gazed at each other silently in front of an increasingly perplexed baby dragon. "Ahem, Spike, after you've fixed Silven a drink do you think you could run her a bath, please? She's had a bit of a tough day. We both have, actually. I need to go back into town and examine exactly what we were up against."

"I should've known you'd wind up wherever that commotion was." Spike chuckled, bustling about the kitchen. He gave the two ponies a funny look before shaking it off. "Leave Silven to me! I'll show her around." Twilight nodded her goodbye and set off outside, as Spike asked Silven about the search for Arrowtail. She heard Silven begin to answer as if she'd been there.

Ø

* * *

><p><span>Chapter 8: Key Discoveries<span>

Twilight studied the motionless form with fascination, her notebook and pen floating by her side. She would learn what she could from the corpse and then she'd destroy it – just to be sure. It really was a hideous thing. She counted a dozen limbs, now curled and twisted in uncomfortable ways as it lay in the soggy mud. They seemed to protrude from around the centre of its body, and now they dripped wetly. It was reminiscent of a giant, dead spider.

Dimly, she was aware of a wave of pleasure emanating down the bond, and realised with a twinge of discomfort Silven was bathing back at her home. They were going to have to work around knowing everything about each other. Still, it was interesting to feel that knot in the back of her head unwind, becoming relaxed and happy.

She turned her attention to the corpse once more, the hovering pen scribbling notes as she went. The twelve legs were thick with muscle, and had joints that bent equally well in all directions, enabling its strange ability to change orientation. There was an additional joint compared to the spider legs they so resembled, quite near the base of each, which allowed for the creature to position itself comfortably low to the floor.

The legs protruded from the body in six closely spaced pairs, encircling the creature's gigantic midriff. Neighbouring pairs were staggered to one side of each other such that they did not interfere so much when moving. Twilight's pen danced over her notebook, scribbling hasty sketches.

The face was fascinating to her. It had been hard to see in all the haste of the battle, but now... up close, it was a mesh of veins and thick, leathery skin. Those four thick mandibles were clearly for ripping and delivering fatal bites, while the large, floppy cheeks behind them were littered with masticating teeth for mulching up food. Twilight saw where Rainbow Dash had struck at one of the eyes. It glistened, still leaking its milky ocular fluid. Now she looked close enough, it didn't seem like the eye had well defined focal mechanisms or indeed any way of controlling sensitivity to brightness. She assumed it must have found another way to handle the harsh glare of the upper world.

What was most startling was the symmetry of it all. Those four eyes spaced in an even square around the boneless circular jaw made it look the same no matter which way up it was, and they were set out far enough to the sides of the head that the creature's field of vision must have been immense. No wonder it could keep the pegasi at bay and still focus its malice upon Silven. Those mandibles followed the square arrangement too, sharing their base with the muscular sockets that held the eyes. Twilight wondered if each eye was reflexively linked to its neighbouring mandible to deliver accurate, automatic bites.

It also seemed to sport a series of glands along its forelegs. They gently oozed a thick, sticky substance. Twilight realised it was mildly phosphorescent – she confirmed this, cupping the light from her eyes as she looked closely - allowing the creature to produce its own light source in the gloom of the earth.

Twilight had to admit it was clever. In all, it seemed to take the evolution of burrowing spiders to its logical conclusion. If this creature and the one from the forest were one and the same, or even linked, it suggested a large network of underground tunnels quite unlike the homes of burrowing spiders she'd studied. There was something distinctly ant-like about its burrowing habits, if that was the case. She'd have to check the library to see if anything like this was documented.

But now, how to destroy the corpse? Twilight thought carefully. She'd never really had to do anything destructive with magic before, and she couldn't think of anything that would actively work to dispose of it without creating a horrible mess. She'd try fire, but it was soaking wet inside and out, and she wasn't sure she knew a spell that could burn up something so big anyway. Absently, she noted down that it might be a useful thing to learn.

_Burn up_... that gave her an unlikely idea. She looked up at the sky, focusing on the greatest distance she could see. Oh, she hoped this worked! There was no guarantee it would.

Twilight let magic fill her, preparing the spell she'd used earlier to teleport back to Ponyville. She wove it stronger this time; _much_ stronger, teeth gritted as she pulled more magical energy to her cause.

The air around her began to shimmer and glow, light twisting around her as if gravity in the vicinity were being grossly distorted. A high pitched whine grew in the air, as the sounds around her slowly faded away. She felt bits of grit and dirt roll into her hooves as reality began to buckle.

_Just...a little...more!_ She thought, jaw clenched, horn beaming like the sun. Dully, she was aware of Silven panicking over the bond. She tried to spare an ounce of concentration, hoping she managed to convey that everything was okay. _Hopefully_ okay; she didn't know if this could work.

The world around her seemed to warp dangerously, and as she teetered on the edge of snapping through space and time, she focused on the place she wanted to go, the immense speed she wanted to achieve – only she would not be going there.

Twilight threw her spell at the corpse before her as it snapped tight – tighter than she'd survive if she'd been the target herself. Gasping in relief, Twilight broke away into a gallop over the uneven earth, hooves slipping in the mud.

The whine instantly built into a metallic screech as the air around the giant monster fell to pieces, twisting out of shape, the fabric of space and time torn to shreds. The giant legs twitched, tugged inwards by the powerful spell as she ran, until with a head-pounding _BOOM_, the creature exploded into thin air.

A powerful shockwave followed it its wake, and Twilight stumbled under the blast as flecks of wood, rubble and mud sailed past her. She slid to a stop and turned to the sky in time to see a beautiful fireball trace its way slowly through the upper atmosphere. Where the creature had lain, there was a large, dry crater. The surrounding material had also made the jump. Perhaps she'd overdone it a smidge.

Suddenly a yellow blur bowled into Twilight, knocking her into the mud. Twilight looked at the pegasus who pinned her to the floor.

"Twilight! Oh my – are you okay? You seem okay! We heard terrible sounds, and we left in such a hurry. What happened, where did everything go, and _what_ was that awful explosion?" Fluttershy stammered softly, concern in her eyes. "Oh, um... I'm sorry. Here," She said, helping her friend up as Twilight squirmed uncomfortably in the mud.

"For a shy pony, you sure know how to make a brisk entrance, Fluttershy." Twilight said wryly, examining her mud-stained coat. Her friend smiled as Cloverbeam cantered up beside her.

"Cloverbeam and I had a wonderful time today. We saw the bunnies and some hedgehogs and – um, well, it's not important I guess. But when we saw the commotion back in town we rushed back as fast as we could." The little filly nodded in agreement, standing close by her guardian. She didn't seem at all surprised by what the creature did to the town.

"Well, you missed a doozy of a visit from one of those forest creatures." Twilight replied, looking back at the crater she'd left in the rubble. "That explosion was me getting rid of the remains." Fluttershy looked slightly uncomfortable at hearing it had been killed.

Twilight looked up at the distant fireball as it fizzled out silently in the sky. "Trust me, Fluttershy – even you couldn't make friends with one of _those_. Let's get back to the library. There's someone I'd like you to meet."

They strode away in discussion as Cloverbeam tottered over the terrain in pursuit.

Ø

* * *

><p><span>Chapter 9: Awkward Encounters<span>

The friends gathered in the library once more, catching up on the busy day's events. Outside the library walls, an unscheduled pitter-patter of rain softly tapped against the bark. In the wake of the search and the commotion in town, no pegasi had tended to the skies that day.

Sat in a relaxed circle on the library floor, the ponies talked animatedly, bringing each other up to date. Twilight learned the others had hurtled relentlessly through the forest until Rainbow Dash gave the all clear. Thereafter some had returned to continue the search, including Arrowtail's father, Shadewing. She could understand why. Maybe their efforts would bear fruit, unlike her own. She hoped Arrowtail was okay.

In return, Twilight recounted her activities. "I appeared in the market; further away from the northern side of town than I'd like, but close enough to reach quickly." she said. "That's when I met Silven, here. It turns out she's strong in magic too." She paused for a second, seeming to struggle with something. "...but we had to work together and there was so little time, so we made a decision and... Silven and I... we're connected, now." The others gazed, nonplussed, but Rarity gasped.

"Oh, sweetie, you didn't!" She said, horrified, and the other two unicorns cringed visibly.

"We had to, Rare," Twilight said, sheepishly. Still, the other ponies looked on in confusion. "There was no easier way to work together, and we both knew we were the strongest there, and, well..."

"Woa, nelly!" Applejack interrupted, speaking for the others. "You mind explainin' to us just what y'all're talkin' about?"

"Twilight and Silven have... well, they've... they've _shared_ themselves!" Rarity tried to explain.

"Ah still don't get it, sugar cube, can you run that by me again?"

"We've allowed each other into our magical beings," Silven said carefully, "so we can share thoughts, feelings and knowledge as if we shared the same mind."

"Oh...Well uh, that don't sound like a big deal!" Applejack snorted, "sure it's a little, uh, strange, but why the shock, Rarity?"

"_Because!_ Because two unicorns are only supposed to do that when they're-!" Rarity cut her sentence short, blushing in unison with Twilight and Silven.

"OH! _I GET IT_!" Rainbow Dash gasped, before bursting into laughter. "_Bahahaha_! S-so you two had, like... _accidental mind-sex!"_ Silven and Twilight cringed again. Rarity gasped, looking mortified. The others looked awkwardly at the floor with the exception of Pinkie Pie, whose eyes were large as dinner plates.

"_No_!" Shouted Twilight, trying to explain over Rainbow's sniggering. "No, not at all! And it wasn't accidental, it was consensual- I mean, it's just-gah! It's not- look, we just share our thoughts and feelings-"

"Sorry Twi, sounds like mind-sex to me!" Rainbow giggled, relishing how uncomfortable it made the unicorn. Twilight could feel a tinge of amusement from Silven; clearly she saw the funny side.

"You've found a lover? That's _so sweet_!" Pinkie Pie said, beaming as Twilight buried her face in a hoof. "We should celebrate!"

"Ah'm sorry ah asked," Applejack muttered to herself, eyes wide as she stared at the floor. "Unicorns can have _mind-sex_? That's a big old pile of hay to chew!"

"It's not m-! Eugh, look, that's not what this is, okay?"

"You sure, sugar cube? 'Cuz, um, ah just want you to know, uh, no matter which side of the saddle you sit, it's all fine and dandy with me! Ah just don't need to know about the _details_, is all." Applejack said supportively, and Rainbow Dash rolled on the floor, roaring with laughter.

"Oh! That's enough! Really, it's not what you think." Twilight said indignantly, the conversation out of control. "We're _not_ attracted to each other; it was the only way we could work fast enough to defeat that... _thing_!"

"For what it's worth Twi, I happen to think you have lovely haunches." Silven said casually. Twilight could feel she was joking, giving her a flat look, but it took the others a second.

Rainbow Dash cried, she laughed so hard. "I-haha! I'm-g-gonna like h-her, I can tell, hahaha!"

"Yes, she clearly has a firm grasp on _your_ sense of humour," Rarity said, disdainfully.

"Sure do," Silven snickered. "In all seriousness though, it's strange, because I feel like I know you all so well already."

"Well, we look forward to gettin' to know you too!" Applejack said warmly. She did not look convinced there wasn't something between the two unicorns.

"_Okay!_ There is still the rather difficult problem of what to do next," Twilight told the group, trying to get things back on track. "We now have a missing colt, a new threat to Ponyville and a lot of homeless townsfolk to deal with." The others nodded; that was a lot to wrap their heads around. The solemnity of it was a glum reminder that all was not well.

"I know I've got some research to do, so I'll start there tonight," Twilight continued. "If I understand these creatures better I can help prepare against them. I'm sure today won't be the last time we cross paths."

"Well, ah'm gonna help out the refugees," Applejack said."Sweet Apple Acres had a great turnout of apples this season; ah'm sure we can spare a few to keep everypony fed."

"Bring them round to me!" Pinkie Pie chirped. "We'll bake delicious apple pies!"

"I suppose they're also in need of things to keep them warm at night," Rarity chimed in. "Perhaps I could make blankets and pillows? Fluttershy, you're good at sewing - would you care to help me?" Fluttershy's pink mane bobbed as she nodded quietly.

"Yes, Rarity - but, if it's okay, I'd like to bring little Cloverbeam with me too. Her parents will be searching with Shadewing tomorrow if they don't find Arrowtail tonight, and they'd be _so_ happy if I could take care of her for just one more day." Rarity nodded agreeably; Cloverbeam and her little sister, Sweetie Belle, would no doubt keep each other entertained.

"Then it's settled!" Said Twilight, getting to her feet. "I'll catch up with you all tomorrow, and we'll take it from there."

One by one the friends filed out of the library door into the setting sun, saying their goodbyes. Everyone had a plan for tomorrow, and they were eager to see it through. Twilight turned to Silven, who yawned widely.

"Um, Twilight? I'm really tired and Spike showed me to my bed and all; would you mind if I hit the hay?"

"Not at all, make yourself comfortable. You did great today," Twilight said happily, and she felt the other's gratitude. "Goodnight!" she said, as Silven wound her way wearily up the staircase. Twilight had some studying to do.

Ø

* * *

><p><span>Chapter 10: Midnight Studies<span>

Twilight flicked through the pages, the library lit only by the evening's dying glow and the soft illumination of her magic. A distant part of her subconscious checked the never-ending stream of information passing through her vision. That part of her mind searched for any pattern - anything that matched what she had seen in the town or the forest. The rest was still trying to comprehend the day's events.

The devastation... how any species could be so ferocious and yet go unrecognised by all eluded her completely. She hated that feeling of naiveté; a sense of bewilderment, as if she knew so little about the world. And the destruction to northern Ponyville? What a day! She could feel Silven upstairs, too. The exhausted pony had taken most of the creature's wrath today. Now she slept dreamlessly, a muted silence in Twilight's head. _That_ was a complicated issue in and of itself. To have done that with another so spontaneously... but there had been no time. Twilight had seen Silven was the only one capable of helping her, so she made the call. If they hadn't bonded, things might have turned out very differently in town today.

Twilight realised she was staring at the end of another dusty book. Horseapples! Wearily, the purple pony turned to the shrinking pile of books she'd pulled from the myriad cubbyholes in the walls, floating the next up to her reading stand. Her eyes began to scan the text and diagrams, comparing them to her own notes. None of it was what she was looking for.

Celestia help her, if she didn't succeed... well, that was a hurdle best jumped when she reached it. How Twilight wished she could draw upon the princess' tutelage right now! So many questions reverberated inside her head. Celestia had walked these lands longer than anypony; Twilight doubted anything could faze her after experiencing so much.

Wait. _Wait_. If nothing struck a chord with her observations in the books covering the last 500 years of Equestrian biology, perhaps she'd have to dig further into the past. The scholar in her told her not to be ridiculous; _what would you study next_, it snickered... _long_ _extinct_ _species?_ Plausible, she supposed, but she'd exhausted most of that resource already; many of these books already covered species that had died out.

Mythological creatures? Now she was just being silly. Or _was_ she? Stranger things had happened. The legend of Nightmare Moon, for one. Then, she had been just about the only pony who _did_ believe that a powerful, evil alicorn had been trapped in the moon and was about to be set free. And she had been right! Perhaps she should be less closed-minded.

Twilight abandoned her book for a pile of leather-bound tomes tucked away on a dusty shelf in the corner. She pulled them out with a thread of magic and waved them over to the reading stand, where they thumped to the floor. They were big and heavy, and half of them were written rather than printed; not so much published works as the personal research of long-dead scholars.

It was getting hard to see in the wake of the setting sun, forcing Twilight to stop and light the nearby lamps. She continued under the warm glow, page after page flicking past her until – _there_!

In the flickering light lay a page describing a creature with suspiciously familiar characteristics to the mysterious beast from the town. Twilight leaned closer, absorbing the faded words:

_Hysterocrates Murinus – The Tartarus Spider. Little is known of this creature. History reveals less than two-score individual references to this species. What information exists speaks of its destructive power, gargantuan proportions and unwavering aggression, but hard evidence is lacking; only dusty anecdotes of the clearly maddened ponyfolk claiming to have survived its wrath many thousands of years ago. I make this entry with great incertitude. Notwithstanding, I shall not succumb to scepticism here. If the tales are true, even partially, I wish never to be the unfortunate soul to confirm them._

_Said to exist deep inside the planet's crust, this species' elusive habitat further compounds the unlikelihood of its existence. Discussions of the species in academia often use the colloquial title, Keepers of the Deep. A fitting name; if any species could reign supreme beneath the earth, it would be one such as this._

_A physical description is difficult to provide, as are behavioural patterns. The artefacts of the alleged survivors give vivid but varied descriptions; sometimes a great frothing mass of legs, sometimes bulbous, hauntingly malevolent eyes. A great gullet of teeth. Only one element of the stories lines up with conspicuous regularity: the existence of an endlessly deep hole into the earth, torn into the land as if sheer brute force had ripped the ground asunder._

_New archaeological discoveries are made often, now. Perhaps more evidence will come to light; something beyond the unreliable accounts of long-dead madcolts._

Hastily drawn illustrations followed, annotated as being copied from carvings on old stone artefacts the text referenced as a source. They were clear caricatures of the beast Twilight and Silven had faced that day.

Twilight pondered the entry, dissatisfied. It was unhelpful at best, and left her with more questions than ever. _Keepers of the Deep_._ Well, it was certainly poetic_, she thought. A conclusive account of the natural habitat and behaviour of _Hysterocrates Murinus _would have been better. Detailed analysis of their biology would have been _perfect_.

She closed the book and went snuffling for more. There were a few other things she might need to know, and she would while away the evening trying to know them.

Twilight awoke to a face-full of paper. She lifted her head from the last book she had read, blearily looking around. The night had left her with little knowledge of the workings of Tartarus Spiders, so she'd diverted her studies to the behaviour of ant colonies and termites, thinking it could prove useful. She even tried a few aggressive spells on fruit from the kitchen; next time, she would be prepared. By the time Silven woke up, she would probably know them too.

Twilight got up from her impromptu nest of books and padded to the kitchen. Spike probably wasn't up at this hour, either. The cupboards bumped gently open and shut as Twilight fixed herself a dandelion sandwich, utensils and food floating about the room. She needed to find an academic with experience in all things old; perhaps somepony like that could shed more light on the situation.

Twilight felt Silven wake upstairs, the muted silence flowering into a bubble of thoughts and sensations in her head. She heard stumbling through the ceiling, and a few grumpily muttered curses. It seemed Silven was not a morning pony. The noises made their way down the stairs as she approached.

"Did you sleep well?" Twilight said, amused as a dishevelled unicorn blundered through the kitchen door.

"Mmhmm!" Silven said dreamily; clearly the thought of bed was still hot in her mind.

"Great. Silven, I think we need to go to Canterlot,"

"Sounds fun, the University would be a good place to start looking." Silven said hoarsely, clearing her throat. Twilight could feel some excitement from her, and realised she felt it too. She hadn't been to the capital city since the grand galloping gala, herself.

"Exactly, we need to find someone with experience- wait, how did you? Oh, right."

_Bond, remember?_ Came the silent reply, as Silven smiled wryly.

_I gotta admit, it's efficient!_ Twilight sent back. _Here, I'll make you a sandwich. Then, we're off!_

_Ø_

* * *

><p><span>Chapter 11: Academia<span>

The two unicorns stepped from their carriage, setting foot on Canterlot's grounds. The grand city teemed with life; a far cry from the homely environment they'd left behind. Twilight felt a wave of nostalgia from Silven, and knew that she had not been to Canterlot in many years. She gazed at the grand towers, their pristine white stonework glowing in the sun. In the distance, the royal palace reared into the sky.

"Well, here goes..." Twilight said, shifting the note-stuffed satchel that hung from her neck. They set off at a brisk trot for the university grounds. It wasn't situated far from the palace, so they simply followed the distant towers.

They made their way up the busy streets as the bulk of the university rolled into view ahead of them. It really didn't feel all that dissimilar to Twilight, but Silven was experiencing the sights and sounds as if for the first time again. Manehattan didn't hold a candle to Canterlot's majesty; it seemed she had forgotten in the years since she left. Placed high on the mountainside as Canterlot was, the view was certainly breathtaking.

The pair entered via the main campus gates, strolling across an expansive, open lawn criss-crossed with paths running between the various campus buildings. It teemed with students hurrying to their next lecture, or lounging on the grass under the sun. Twilight considered the buildings ahead of them, making for one of the biggest.

They opened the big double doors with a flick of their horns, walking through to the creak of heavy hinges. The hallway stretched out before them; a maze of different rooms and corridors and stairs. Silven approached the notice board on the wall, to which a simple numbered map was attached.

_"38: History department, West Wing"_

They set off, following the signs. Younger ponies milled around them, chattering away. They passed the departmental common rooms, the occupants idling about, dividing their attention between their studies, food, and each other. A bell rang out down the corridors and the population within them began to thin as students ambled to their rooms.

A short exploration found them standing outside the door of the history dean's office on the third floor. It opened to reveal a musty smelling room with old furniture. Behind the heavy desk, an elderly earth pony sat snoozing quietly, a pair of glasses half hanging off his nose.

_That's our esteemed Professor?_ Silven thought dryly.

_I think so..._

"Ahem... Professor Buckley?" Twilight cleared her throat, reading the name from the door. The old pony started awake, flicking some papers to the floor.

"Wha-what? More assignments? I've got enough to do already. Away with you, child!" he barked gruffly, repositioning his glasses.

"Professor Buckley, my name is Twilight Sparkle," the unicorn continued. "My friend is Silven; she used to be a student here. Could we borrow a minute of your time? It's very important we ask you a few questions." She looked hopefully at the old pony, his wrinkled brow furrowed in irritation.

"Yes, yes, if you must," he grudgingly gestured for them to step inside. "What can I do for you, Miss Sparkle?"

"We've come to ask about... _Hysterocrates Murinus_." Silven said for her, the knowledge readily available through the bond.

"_Hysterocrates Murinus_..." the old pony grumbled, eyes glazing over as he cast about for a scrap of recognition. "...never heard of it." He concluded, glowering at them both.

"The Tartarus Spider? _Keepers of the Deep_? It's an ancient legend; you _must_ have heard of it!" Twilight insisted, a tinge of desperation in her voice.

"Oh, _that?_ Whatever about them, girl? They're just old pony tales. Rubbish! Why, do you think you found one? _Bahaha_!" he cackled, smile fading when she didn't respond. "Nah – You're pulling my tail."

"I drew these yesterday," Twilight said in reply, lifting her notebook from her satchel and hovering it over to the desk on a thread of magic. "Observational drawings of what I believe to be a real Tartarus spider. It attacked Ponyville yesterday." The old pony's eyes bulged as he studied the sketches.

"Good _Celestia_! These... these do look quite like the old carvings," he said, thoughtfully. "That's uncanny, that."

"So what do you know about them?" Twilight pressed. It seemed to snap him back to his grumpiness. If only she'd waited!

"Sod-all, girl! They're a legend, remember? It's poppycock. Nopony ever saw one in the last few thousand years, no hard evidence has ever been found, and suddenly you're telling me they're poppin' out of the ground willy nilly? Rubbish, I say! Now off with you!"

"But-"

"Flippin' kids," he mumbled to himself, focusing on his desk and shuffling papers around irritably.

Dejectedly, the unicorns left the office. It wasn't the reaction they'd expected at all. Twilight didn't know where else to turn, and Silven felt her uncertainty.

"We'll just find someone else." Silven said, nudging her friend along.

They walked down the hallway, which had fallen silent in the midst of ongoing lectures in the adjacent rooms. Suddenly a door crashed open at the end of the hallway, and a pegasus pony galloped past, screaming.

Something large flashed after her down the corridor, and the two unicorns stood dead still, unsure what they had just seen.

Somewhere in the distance, they heard more screams, and then again, behind them this time, echoing through the corridors. Heads began to poke out of the doors; lecturers angry at the commotion they could hear from outside.

It all blew up so fast. There were crashes of glass windows from inside some of the rooms, and frightened yells began anew from the students within.

The girls circled the corridor nervously, swinging to look up and down its length as the commotion grew and students began pouring from the rooms at a gallop.

Silven threw up the barrier spell around her and Twilight – a filament thin bubble to stop them being crushed by the crowd that surged around and away from them.

In the wake of the fleeing students and staff a new sound reached their ears – a panting, gurgling noise from one of the emptied rooms. The rapping of many feet.

They watched in horror as the open door shifted to reveal a 'small' Tartarus spider. It was clearly a hatchling, but it gazed at them malevolently, its bulk still big enough to fill the doorframe and tower over them both. With a feral screech it skittered towards them, bony legs clicking where they met the stonework.

Twilight's horn glowed, and the floor ahead of them turned to liquid. The hatchling's feet bogged down in the goopy stone, and it screeched all the more, wet eyes locked on the two ponies as it awkwardly swam onwards.

_Let it harden_ Silven thought, and Twilight's horn went cold. The creature jolted to a stop, half embedded in the stone. Immediately, it began to tear at its legs with its mandibles, one set of eyes never leaving the two ponies as it severed its lower limbs in an attempt to get free. The legs twitched involuntarily, but still it did not stop, growling as it eyed the horrified ponies.

Twilight felt an overwhelming wave of revulsion wash over her, but Silven was already in action. She thrust her barrier forward, folding it down upon the scrabbling hatchling's form. It pushed against the barrier with its free legs, scraping against its hopelessly smooth surface. Snarling through the magical pain, Silven smashed the barrier down, crushing the monstrosity with a wet squelch.

Behind the oozing mass stood Professor Buckley, gaping. "H-_hysterocrates Murinus?_" he mouthed, but Twilight slapped his hide with a wave of magic, causing him to stumble forward past the corpse.

"C'mon professor, we need to get out of here!" she shouted, taking off down the hallway as the other two followed suit. Somewhere behind them more glass smashed, and something large hammered brutally against a locked door.

The corridor rushed by as they galloped, the growing sound of panic emerging from the floors above and below. Above them the floor thundered with the sound of stamping hooves, and elsewhere in the building a fight had broken out – Twilight could hear the scuffles, magical sparks and explosions as students tried to defend themselves from the onslaught.

The screams were quickly overwhelmed with unearthly howling. They flew past open doors, their occupants already long gone as the whole building was swarmed with hatchlings. One barrelled around the corridor ahead of them, and Silven yelled as she ran, slamming it aside with a wall of magic. It thrashed as they galloped past, flailing its broken legs against the cracked stone.

"We need to get out of this death trap!" Twilight panted as they hurtled down the corridors. "Head for the courtyard!"

They leapt down the stairs, joining the frantic crowd that jostled down them from the floors above, spilling out into the ground floor corridor.

Another hatchling leapt through the building's entrance, its skittering advance causing the crowd to bunch up and try to flee back in terror.

_Time to try a new spell_, Twilight thought, gritting her teeth. Her horn flashed brilliantly, and the creature exploded, showering the front of the crowd in flecks of goo and flesh.

"_MOVE!_" Twilight's amplified voice boomed down the corridor, and the crowd surged over the slippery mess, flowing out the building's entrance into the sunlight, heading for the promise of freedom...

But the campus was a war zone.

The outside of the building seemed alive with legs. Hatchlings scrabbled up its walls, pouring into the windows, pouring out of them again, infesting the place with their horrific screams. But it wasn't just the one building. They were everywhere; a sea of nightmares heaving over the University grounds. They bayed their ear-splitting dissent as they flowed over the campus, swarming around fleeing ponies, snapping at them, swiping at them with their vicious forelegs.

Twilight and Silven looked over the fray, frantically searching for a way to escape. Between them they lashed out as nearby hatchlings strayed too close to the other ponies, Silven adopting the spells she now knew thanks to Twilight's studies. Screaming students gathered around them, shying away in the bubble of protection the two older unicorns strived to maintain as they inched across the grounds.

Hatchlings exploded with wet slaps when they thundered too close. Others tumbled over, their bodies thudding to the floor as their legs were severed by vicious magic. The leaking stumps scraped the ground as they tried to drag themselves nearer, screeching, milky eyes still hungry.

Across the grounds other groups were forming; ponies herded into defensive circles as they kicked out at the terrors with their forehooves, trying to keep the razor-sharp mandibles at bay. A nearby ring shrank back, the terrified young unicorns that formed it trying to hold the masses back while the horde raged at their pitiful spells.

The two unicorns communicated wordlessly, acting on the thoughts flying between each other as fast as they could think them, but even so they were overwhelmed. Desperately, Silven wove a dome-like barrier around their own group as Twilight took to dispatching hatchlings that plagued the nearby students.

Dozens of legs crashed against Silven's shield, and she felt the familiar tinge of nausea again. Some of the creatures leapt at the shimmering dome, scrabbling to climb on top of it, seeking a way through. How long could she hold it this time?

The roar of voices rose over the clamorous battle.

"_FOR CANTERLOT! FOR CELESTIAAAA!_" Twilight and Silven gasped in amazement as the royal guard joined the fray, protecting Celestia's subjects in her absence. Of course – they were by the palace, here! Gilded chest plates flashed in the sun as the guards charged at the frothing mass, lashing out with trained precision, trying to break through to the shrinking crowds of ponies in the middle of the grounds. The frenzied Tartarus hatchlings shrieked at the onslaught, those hit by the ranks fighting back with shocking ferocity.

The sky darkened as a winged regiment dived into the masses, ploughing through the swarm with long, bladed gauntlets. A wave of fluids gushed in their wake, severed limbs flicking through the air and they banked away for another run.

As one, Silven and Twilight reached for the several unicorns in their circle, Silven's death grip on her barrier holding the horde at bay. They had to intervene and bring this battle to an end, if they could. The winged guards tore through the flailing masses again; each run leaving thick piles of twitching corpses behind, but more simply swarmed in their place.

"_Unicorns! Copy this spell!_" Twilight shouted over the noise, and they watched as she struck at one of the creatures behind the barrier. It exploded, throwing goo over the dome and the other hatchlings. The students nodded uncertainly, turning to face the raging horde.

One by one their horns glowed, and the flesh of many hatchlings began to bubble and fester. They weren't powerful enough to detonate them outright, but in short order they'd mastered the ability to blow small chunks away, bursting abdomens, blasting off limbs. The skittering hatchlings howled in fury, limbs beating against the side of the translucent dome, churning the grass into mud, unable to vent at their attackers.

"_HARDER!_" Twilight's amplified voice shouted, and she laid into the frenzy with her magic. Silven felt a subtle, determined rage taking over her friend as the slaughter continued; hatchlings exploded left, right and centre with such force their kin were sent reeling in a tangle of limbs. Twilight's horn strobed constantly, casting flashes of light that illuminated the devastation she wrought upon their enemies. Slowly under their combined efforts, they forced their way towards the struggling group of unicorns.

Ponies ducked as the winged regiment rocketed right past their heads, a few blades tinking loudly off Silven's barrier as they ripped into the hatchlings once more. A mulch of carnage was forming around the barrier's rim, and it slid gelatine-like across the grass as the group approached the other students. The others saw them now, and they fought for their imminent rescue in a burst of energy that momentarily forced the attackers back; kicking out, blinding them with flashes of magic, ducking the limbs that came sailing their way.

Silven felt Twilight encase them all in a barrier large enough to house both groups. Its shimmering surface slid into being out of thin air just before a fresh wave of hatchlings could collide with it. Silven dropped her own with a sigh of relief; it was her turn to fight, now.

"_Copy me! Copy the others!_" she shouted to the new recruits, and they joined the battle with effective spells this time, their weaker magic lancing the masses that struck at Twilight's barrier.

They advanced quickly now, making for the middle of the grounds like everypony else at a quick trot. The royal guard were evidently having some luck too; they punched steadily through the horde, sheer brute force and determination earning them ground as the winged regiment's blades rained around them again and again.

As the groups neared each other, a detachment broke off from the brawl, ploughing through the horde towards Twilight and Silven's refugees. They encircled them protectively, and Twilight let the shield drop, concentrating in earnest on destructive spells again.

A burly stallion muscled through the throng, making for the oldest ponies in the group. His polished armour was scratched and dented, and he had several cuts and grazes to his grizzled face. Where his helmet had gone was anypony's guess.

"_We'll escort you through, ma'am!_" he bellowed gruffly, and Twilight nodded, horn ablaze as another creature exploded in the seething mass.

A sharp spackle of pops and cracks washed over to them from the left; another group had seen their magic and emulated them, blowing small chunks out of their attackers. Slowly, everypony converged in the middle to form a large, defensive circle; guards on the rim, unicorns further in, everypony else to the middle. The horde raged at the edges of the makeshift island, their assault breaking like waves against an impassable rock face.

Many unicorns picked up the spells they saw the others casting, following their lead and chipping away at the masses as the bodies began to pile up. Over the tangled limbs of the dead more kept coming, scrabbling, lashing out, and gnashing their mandibles for purchase on the valiant guards.

The piles of dead grew taller as the massacre raged on, and Silven had to dedicate a lot of her magical strength to shoving the heaps further into the throng. They were at risk of piling so high the living hatchlings could leap off them and reach deeper into the ranks of the ponies; and some already did just that, trying to break through the ring of guards to the softer targets within. Silven punted one away with a slap of magic; its limbs crumpled as it sailed backwards through the air.

The gruff royal guard returned, whipping his head around as he surveyed the battle. "_You are Princess Celestia's Protégé, are you not?_" He shouted over the battle at Twilight, evidently recognising her. "_Anything you can do to put a stop to this?_"

Silven felt Twilight's mind scramble for ideas as the heavyset guard turned and lunged at a leaping hatchling, knocking it to the ground where it blistered and popped under the eyes of a dozen vigilant unicorns. Its shrill screams were lost amidst the ongoing fray.

Twilight drew deeply from her magic, face scrunched up from the effort. The inner crowd watched in amazement as a second sun seemed to appear in the air above them, a blazing ball of heat and radiance. Its light grew, blooming over the scene, and ponies cried out in pain, shutting their eyes. Immediately the frenzied hatchlings recoiled, screeching, attempting to cover their milky eyes with their forelegs as they scrambled to get away.

Just then the ball pulsed, and a thick, viscous wave of light billowed outwards, washing gently over the crowd before searing its way into the retreating creatures with a deafening roar. They howled in agony as it boiled them out of existence, leaving emptiness in its path; a cleansing carpet of purifying flame reaching outwards and washing the grounds clean. Ponies covered their ears as well as their eyes, and many fell to the floor, writhing from the sound as the mighty spell swept the hatchlings from the face of the earth in a crescendo of screams and crackles.

And then, it stopped, leaving the ears of the living ringing in silence. Survivors looked up uncertainly, eyes readjusting to daylight in the empty grounds.

"_Holy-! _I know I asked for a hell of a favour, but... _wow_." The burly guard mumbled, jaw slack as he surveyed the few charred remains. He clapped Twilight absently on the shoulder, and she staggered under the hearty blow.

"It wasn't me," she said, gazing above them.

There, where the brilliant furnace had hung suspended, was Princess Celestia. She seemed to radiate energy, her soft white coat dazzling in the daylight.

"Guards," she said, a cold fury in her musical voice. "You have fought well. Thank you. I ask that you continue to do so; more beasts run rampant beyond the University grounds."

There was no spell to amplify them, but her words carried across the throng just the same. The assembly bowed respectfully before her, and orders began to ripple down the ranks of guards. Some would stay to protect the University; the rest would head after the fleeing Tartarus spiders.

The ponies in the middle of the circle backed away as Princess Celestia landed softly on the grass, the gentle wash of her sweeping wings ruffling their manes. Twilight cantered over to her, and Silven, following, felt a tangle of emotions explode from her friend.

"Princess!" Twilight shouted, and the regal alicorn regarded her kindly. Silven noticed her mane was not unlike Rainbow Dash's – multicoloured, but softer, longer, seeming to waft in a breeze that wasn't there.

"Hello, Twilight. I'm so sorry to have found you like this, and sorry I must leave." she said, frustrating tinging her delicate voice.

"Princess, there's _so much_ I need to talk to you about!" Twilight said wearily.

"I understand, dear. Please head carefully up to the palace. I must see to my subjects; many have been hurt today, and many more killed. You can introduce me to your new friend later," she said comfortingly, with a warm glance at Silven. The shimmering pony gazed awkwardly at the floor.

"Yes, Princess!" Twilight said, bowing her head. With that, the princess flared her massive wings and leapt gracefully into the sky.

Ø

* * *

><p><span>Chapter 12: Bitter Comforts<span>

Several hours later the three ponies lay among cushions in the corner of Celestia's personal chambers, high in the royal palace. Steaming cups of peppermint tea fresh from the palace kitchens sat between their aching forehooves. The aftermath of the day had left them all worn out and Canterlot in utter disarray; even now the guards were still on the hunt for any remaining hatchlings, and a curfew kept the evening streets deserted. Some of those streets were nearly unrecognisable now in the wake of the surprise attack.

Twilight was familiar with Celestia's chambers, and so Silven was, but she ogled the place all the same. Ornate carvings adorned the wooden panelling that lined the walls, and the stonework in the room was beautiful too. Under the soft, warm lighting, the golden accents glistened on the elegant furniture that dotted the space.

"It's nice to have a bit of girl time," Celestia said wearily, her tea hovering up to her lips as she took a careful sip. She'd been tending to her capital city for most of the day. It was obvious the tragedy had affected her, but she maintained an air of regal disaffection to it all the same, trying to set their minds at ease. "So, Twilight; this is Silven?"

"The one and only!" Twilight replied. "We met yesterday in Ponyville when the Tartarus spider attacked."

"I see," the princess said, sipping again. "I must say, I'm very impressed with how you looked after Ponyville; and the students of Canterlot, come to think of it. You're clearly learning a lot about magic." Twilight blushed at the praise. "How about you, Silven? I take it you are good at magic too?"

"I took Magical Studies at Canterlot University, and I am quite strong I suppose, if not very well controlled," Silven said nervously. "It was, um, quite the trip down memory lane going back today, until..." she fell silent, staring into her tea, and Twilight felt her emptiness; a dull feeling of surprise, as if reality shouldn't have turned out that way.

"Girls," the princess said, pointedly eyeing the cup between her forehooves. "Are you bound?"

_That _didn't take long! The two unicorns started, freezing like rabbits in torchlight. "Um... yes." Silven said, wincing slightly.

"It's quite alright," Celestia said, now studying them both. "You can always tell when two unicorns have bonded; they share body language, they tend to share moods, and," she tinkled a little laugh, "they tend to startle all at once!" The girls looked embarrassed.

"Oh, you two! It's quite all right. I'll be honest; there were some elements of relationships I _didn't _expect you to investigate, Twilight, but your business is your own." She said, amused. Twilight blushed beet red and Silven tried not to do the same.

"No, it's – Princess, it's not like that. We needed to work together quickly; we didn't have time to talk then and our spells weren't lining up... The bond probably saved our lives. And again today in Canterlot. So that's twice, now." Silven explained, smiling sheepishly.

"Oh! Many pardons, then. Of course, it would be a useful tool for communication." Celestia said gracefully. "Well, now that we have that out of the way, I feel I must explain my absence."

The unicorns listened closely. "As you know Twilight - and you too Silven, I suppose - I had to leave Canterlot for Manehattan on royal business. It seems I should have explained what that business entailed. They were having their own... problems... with the Keepers of the Deep."

Twilight and Silven gasped, but Celestia continued. "I put a stop to it, and sealed the tunnels; much like you did yesterday. But as I'm sure you've realised, the devastation they leave behind is extensive, and sealing the tunnels of burrowing creatures is hardly a permanent solution." The two unicorns nodded.

"I fear the worst is yet to come." Celestia said, sighing. "Their nest is huge, spanning a great expanse of Equestria. It seems its centre is situated deep below this very mountain." She indicated towards the ground. "The hatchlings you fought so hard against today came from the city catacombs; they run under the palace, deep into the side of the mountain. There, they were breached."

"You know about their habitat?" Silven asked, riding on Twilight's burning curiosity.

"I know a little. I've never encountered the species before. But if the hatchlings attacked from the catacombs, we can reasonably deduce we are near the main part of the nest." Celestia explained, reassuringly calm considering the words she uttered.

"So what do we do?" Twilight asked anxiously, her tea forgotten in her lap.

"That's just it, I'm afraid; I haven't a clue." The princess replied, sighing again. "I'm sorry your trip to the University bore no fruit. If something is not done, the problem could very well swallow the entire kingdom. We cannot underestimate the scale of this. I must hold council with the generals of the royal guard. I was hoping, Twilight, that I could call on you for a little assistance also."

Silven felt the purple pony's heart flutter. "Yes, Princess; anything!" Twilight said eagerly, but her face fell when she heard the request:

"Go home now, and spread this message to the residents of Ponyville: They are to prepare for the worst."

_To be continued..._


End file.
